F-4/A









Exhibit 10.5  


AGREEMENT FOR
THE PROVISION OF A LOAN FACILITY

OF UP TO US$ 7,000,000


Dated March 30, 2008


between


Kreos Capital II Limited, a public
company with limited liability incorporated in Jersey under registered number
87844 whose registered office is at 47 Esplanade, St Helier, Jersey (the “Lender”, which expression shall include
its successors and assigns);


and


Negevtech Ltd., a company
incorporated in Israel under registered number 51-163426-3 whose registered
office is at 12 Hamada street, Rehovot, Israel (“Negevtech Ltd.”), and Negevtech Inc., a company incorporated
under the laws of the State of Delaware whose registered office is at 2880
Lakeside Drive Suite 131, Santa Clara, CA 95054, U.S.A (“Negevtech Inc.”).


WHEREAS:


	
 

	
 


	
1.

	
The Borrower (as defined below) is or
  will be the legal owner of the Charged Assets (as defined below).


	
 

	
 


	
2.

	
The Borrower hereby confirms that (i) it
  shall grant (A) a first priority fixed charge over the Equipment of Negevtech
  Ltd. (B) a second priority fixed charge over the intellectual property of
  Negevtech Ltd. (C) a first priority fixed charge over Equipment owned by  Negevtech Inc. (A,  B and C together, the
“Fixed Charge”) and  (D) a second priority floating charge over
  all the assets of Negevtech Ltd. as of the date hereof or hereafter acquired
  (the “Floating Charge”) to the
  Lender as security for monies borrowed by the Borrower hereunder and (ii) it
  shall grant an assignment by way of security in favour of Lender of all of
  (a) its rights in relation to insurances it is obliged to effect in
  accordance with the terms and conditions of this Loan Agreement provided that
  such security shall be subject to existing rights of any of the Borrower
  Existing Creditors, to the extent they old such rights, and (b) any rights in
  respect of any requisition compensation it might receive in respect of such
  Equipment of the Borrower (the “Borrower
  Deed of Assignment”).





LOAN FACILITY TERMS:


	
 

	
 

	
 


	


  Total Loan Facility

	
 

	


  Up to US$7,000,000


	


  Date of Expiry of Loan Facility

	
 

	


  May 1,  2008
  (subject to Clause 2.4 below)


	


  Advance Payment

	
 

	


  Last month deposit 


	


  Loan Term

	
 

	


  36 monthly payments 


	


  Transaction Fee

	
 

	


  US$ 70,000 and all expenses related to registration of the Security, upon
  execution of this Loan Agreement.


	


  End of Loan Payment

	
 

	


  The higher of: (i) 4.5% of the Loan, (ii) the fair market value of the
  Equipment at the time of the last repayment of the Loan (as set forth in
  Section 12 below).







	
 

	
 


	
1

	
DEFINITIONS


	
In this Loan Agreement, including the
  recitals set out above, unless otherwise defined:


	
 

	
 


	
1.1

	
“Advance Payment” has the meaning given in Clause 4.1 and is in the amount set
  forth above in the Loan Facility Terms.


	
1.2

	
“Applicable Interest
  Rate” has the meaning given in Clause 5.1.








	
 

	
 


	
1.3

	
“Assignee” has the meaning given in Clause 13.5.


	
1.4

	
“Borrower” means each of Negevtech Ltd. and Negevtech
  Inc, jointly and severally, for all matters under this Loan Agreement and the
  Security Documents, without references as to which of the said entities
  issued any drawdown notice









1










	
 

	
 


	
 1.5

	
“Borrower Existing Creditors” the
  existing secured creditor of the Borrower, as listed in Schedule D. 


	
1.6

	
“Borrower Existing Charges” the existing charges registered in the name of the Borrower
in favor of the
  Borrower Existing Creditors, as listed in Schedule D. 


	
 

	
 


	
1.7

	
“Business Day” means any day on which banks are generally open for business in
  both London and Tel Aviv.


	
1.8

	
“Charged
  Assets” means the
  assets, whether tangible or intangible, of the Borrower that are subject to
  either of the Charges.


	
1.9

	
“Charges” means, collectively, the Fixed Charge and the Floating Charge.


	
1.10

	
“Companies Registrar” means the Israeli Registrar of Companies.


	
1.11

	
“Contractual Currency” has the meaning given to it in Clause 4.3.


	
1.12

	
“Date of Expiry of the
  Loan Facility” means the date set forth
  above in the Loan Facility Terms.


	
1.13

	
“Drawdown Date” means, unless otherwise provided herein, the date on which the
  Loan is actually advanced to the Borrower by the Lender.


	
1.14

	
“Drawdown Notice” means a drawdown notice served in accordance with Clause 2.2 in
  the form attached hereto as Schedule
  E.


	
1.15

	
“Equipment” as described in Clause 2.7 (including New Equipment, as defined
  therein) chosen by the Borrower and approved by the Lender as listed in Schedule B and as to be amended or
  supplemented from time to time with the consent of the Lender. The Equipment
  is and will be located within the State of Israel and the United States 


	
1.16

	
“Event of Default” means any of the events or circumstances described in Clause
8.1


	
1.17

	
“Fixed Charge” has the meaning set forth in the preamble above.


	
1.18

	
“Floating Charge” has
  the meaning set forth in the preamble above.


	
1.19

	
“Intellectual
  Property” means all
  intellectual property owned by the Borrower, as such term is defined in the Security Documents, whether registered
  or unregistered.


	
1.20

	
“Interest Period” means in relation to the Loan and any part thereof, a period
  determined in Clause 5.


	
1.21

	
“Lender” has the meaning set forth in the preamble above.


	
1.22

	
“Loan” means the loan to be made in accordance with the terms of this
  Loan Agreement.


	
1.23

	
“Loan Facility” means the loan facility granted by this Loan Agreement.


	
1.24

	
“Loan Term” means, with respect to the Loan, 36 monthly payments due on the
  first Business Day of each calendar month or, if such day is not a Business
  Day, the first Business Day thereafter, commencing on (and including) the
  Drawdown Date of the Loan. 


	
1.25

	
“Ordinary
  Course of Business”  means ordinary course of business
  and to the extent it relates to Intellectual Property, includes any license
  agreement, any distribution agreement, any OEM or similar agreement, any
  manufacturing agreement, any joint development agreement, or any joint
  venture agreement in the context of any of the above, provided, however, that
  an agreement that constitutes an effective transfer, or includes a
  potentially effective transfer, of a significant 







	
 

	
 


	
 

	
part of the
  technology of the Borrower will not be regarded as in the Ordinary Course of
  Business. By way of example, an exclusive, perpetual, worldwide license for a
  core technology of the Borrower or an OEM agreement according to which a
  company was given an exclusive right to use a core technology for all
  potential applications of that technology would not be regarded as in the
  Ordinary Course of Business.  Any
  escrow agreement entered into as part of a transaction which is in the
  Ordinary Course of Business will be regarded as part of the Ordinary Course
  of Business provided that, upon the release of the escrow, the beneficiary of
  the escrow is entitled to use the technology of the Borrower only as may be
  necessary to fulfil the Borrower’s undertakings under the main transaction.


	
1.26

	
“Residual Assets” means
  the assets, whether tangible
  or intangible, of the Borrower that are subject to the Floating Charge.


	
1.27

	
“Security” means, collectively, the Charges, granted by the Borrower in
  favour of the Lender as security for advancement of the Loan by the Lender by
  way of the Security Documents. 


	
1.28

	
“Security Documents” means the debentures, the US security agreement, the US IP
  Security Agreement and the Borrower Deed of Assignment evidencing the
  Charges, the forms of which are attached as Schedule A.


	
1.29

	
“Security Interest” means any
  mortgage, pledge, lien, hypothecation, assignment by way of security, or
  other charge or encumbrance over, of or in the relevant property.


	
1.30

	
“Security Period” means the period commencing on the first Drawdown Date and ending
  on the date on which all amounts due and payable by the Borrower under this
  Loan Agreement and the Security Documents have been repaid.


	
1.31

	
“Taxes” means all present and future income, value added and other taxes,
  levies, imposts, deductions, charges and withholdings in the nature of taxes
  (other than taxes on the profits of the Lender) whatsoever together with
  interest thereon and penalties with respect thereto made on or in respect
  thereof.


	
1.32

	
“Total Loan Facility” means the amount set forth above in the Loan Facility
Terms.


	
1.33

	
“Transaction
  Fee” has the meaning given in Clause 9.1 and is the amount set forth
  above in the Loan Facility Terms.


	
 

	
 


	
2

	
LOAN FACILITY


	
 

	
 


	
2.1.1

	
Lender’s Commitment


	
 

	
Subject to Clause 2.5 below, the Lender
  shall and agrees hereby to make available to the Borrower a loan facility of
  US$7,000,000 under the terms of this Loan Agreement, which shall be advanced
  and made available by the Lender to the Borrower (subject to satisfaction of
  the conditions set forth in Clause 2.5.1) in one instalment, before the Date
  of Expiry of the Loan Facility. Amounts paid (if any) by Lender to Bank Leumi
  as a repayment of the Borrower’s debt to Bank Leumi, pursuant to the side
  letter attached hereto as Schedule G  (the “Side Letter”),
  shall be offset from the total loan facility of $7,000,000. The Drawdown
  Notice shall constitute a separate and independent obligation of the Borrower
  incorporating the terms of this Loan Agreement.










2










	
 

	
 


	
2.1.2

	
The Lender shall not be under any
  commitment to advance the Loan or any part thereof unless the Drawdown Notice complies with
  Clause 2.2 below. 


	
2.1.3

	
In addition, The Lender shall not be
  under any commitment to advance the Loan after the Date of Expiry of the Loan
  Facility or upon the earlier termination of the Loan Facility in accordance
  with Clause 2.4 below.


	
 

	
 


	
2.1A

	
In the event that Lender is required to
  pay Bank Leumi any amounts pursuant to the Side Letter, then such amounts
  shall be deemed a Loan for all purposes of this Agreement, unless Lender
  determines otherwise.  Any such amount
  paid to Bank Leumi by  the Lender
  pursuant to the Side Letter will be immediately repaid by Borrower to Lender.


	
 

	
 


	
2.2

	
Date of Advance of the
  Loan


	
 

	
 


	
2.2.1

	
The Borrower shall formally request the
  advance of the Loan by delivering a completed Drawdown Notice to the Lender.
  The Drawdown Notice shall be delivered to the Lender not later than 11.00am (Israel
  time) ten (10) business days before the Drawdown Date. 


	
 

	
 


	
2.2.3

	
The
  Drawdown Notice shall indicate the currency in which the Loan is requested, to be either US$ or
  Euros. In the event that the Loan is requested in Euros, the Euro value of
  the Loan amount, denominated in US$ hereunder, shall be calculated in
  accordance with the rate of exchange of the US Dollar towards the Euro last
  published by HSBC Bank in London prior to the receipt by the Lender of an
  executed Drawdown Notice for the Loan.


	
2.2.4

	
The Loan will be withdrawn
  by Borrower and shall be extended by the Lender at April 25, 2008, subject to
  the fulfillment of all conditions precedent set forth in Section 2.5 below. 


	
 

	
 


	
2.3

	
Method of Disbursement


	
 

	
The payment by the Lender to the account
  specified in each Drawdown Notice shall constitute the making of the Loan and the
  Borrower shall thereupon become indebted, as principal and direct obligor, to
  the Lender in an amount equal to the Loan.


	
 

	
 


	
2.4

	
Termination or
  Modification of funding commitment


	
 

	
The Lender’s commitment to advance  the Loan until and including the Date of
  Expiry of the Loan Facility is limited in aggregate to the amount of the
  Total Loan Facility; provided, however, that the Lender, acting in its sole
  discretion, may terminate or modify its funding commitment at any time if:


	
2.4.1

	
there is any material adverse change in
  the general affairs, business, management, results of operations, condition
  (financial or otherwise) or prospects of the Borrower, whether or not arising
  from transactions in the Ordinary Course of Business;


	
2.4.2

	
there is any accelerated depreciation in
  the value of the Equipment or the Charged Assets;


	
2.4.3

	
there is any material adverse deviation
  by the Borrower from its business plan (as it may have 







	
 

	
 

	
 


	
 

	
been supplemented in writing) presented
  to the Lender, since the date of this Loan Agreement;


	
2.4.4

	
on either the date of the relevant
  Drawdown Notice or at the relevant Drawdown Date:


	
 

	
(i)

	
an Event of Default has occurred and is
  continuing or would result from the borrowing to be made; or


	
 

	
(ii)

	
the Borrower’s representations and
  warranties in Clause 6 or those which are set out in any Security Document
  would not be true in any material respect if repeated on each of those dates
  with reference to the circumstances then existing.


	
 

	
 

	
 


	
2.5

	
Conditions Precedent
  requirements relative to the advance of the Loan


	
 

	
2.5.1

	
The Lender’s obligation to provide the Loan is subject to the prior
  satisfaction by the Borrower of the following conditions:


	
 

	
(i)

	
the provision of a copy of the resolutions of the Borrower’s boards
  of directors and, to the  extent required, shareholders, authorizing the transactions
  contemplated by this Loan Agreement and the execution of this Loan Agreement and
  associated documents, including but not limited to, the Security Documents;


	
 

	
(ii)

	
all necessary consents of shareholders and other third parties with
  respect to the entering into this Loan Agreement and the execution of
  associated documents have been obtained;
  


	
 

	
(iii)

	
the parties having executed the Security Documents; and


	
 

	
(iv)

	
submission of the Security Documents to the Companies Registrar and
  registration of the Security therein, subject to compliance with all
  applicable laws in respect of such registration within the time frame
  provided for under Israeli law. It is hereby agreed that the Borrower shall bear all expenses related
  to such registration. The Borrower undertakes not to in any manner
  dispose of the Equipment or
  its rights in it until the Security relating thereto has been released by way
  of written notice signed by the Lender to the Companies Registrar.


	
 

	
(v)

	
The Borrower undertakes not to in any manner outside the Ordinary
  Course of Business dispose of the Residual Assets (except with respect to the Equipment which
  shall be subject to sub-clause 2.5.1(iv)), or any of its rights therein until the
  earlier of (i) full repayment of the Loan and all outstanding amounts in
  accordance to the Agreement and the Security Documents, (ii) the Securities
  relating thereto has been released by way of written notice signed by the
  Lender to the Companies Registrar; 


	
 

	
(vi)

	
submission and registration of Security Documents with regard to the
  Borrower’s United States and Israeli patents, trademarks, copyrights and
  applications for patents, trademarks and copyrights in a form to be agreed between the
  parties that maintains the principles of the Security Documents, to the
  Israeli Patent Office and United States Patent and Trademark Office and the United States Copyright Office and registration of
the Security
  therein.  It is hereby agreed that the
  Borrower shall bear all expenses related to such registration.










3










	
 

	
 

	
 


	
 

	
(vii)

	
If the Lender so requires
  submission and registration of the Security Documents in any other country
  that the Borrower has filed a patent or a trademark application except for
  Israel and the United States of America. It is hereby agreed that the
  Borrower shall bear all expenses related to such registration.


	
 

	
(viii)

	
there has been no accelerated
  depreciation in value of the Equipment or the Charged Assets; 


	
 

	
(ix)

	
execution of an additional Equipment
  Charge and the due registration with the Companies Registrar of the same to
  provide for security over the Equipment listed in the schedule attached to
  the additional Equipment Charge; 


	
 

	
(x)

	
delivery by the Borrower to the Lender of
  such documentation in a form and substance satisfactory to the Lender as the
  Lender may reasonably request with respect to invoices, purchase orders and
  the like relating to the Equipment or to future Equipment purchases to be
  subject to this Loan Agreement; and


	
 

	
(xi)

	
the Lender has received the legal opinion
  of [●], the Borrower’s Counsel, in form and substance satisfactory to
  the Lender.


	
 

	
(xii)

	
the Borrower has received the approval of the
  Chief Scientist of the Ministry of Trade, Industry and Labor to create and
  submit the Charges for registration.


	
 

	
(xiii)

	
The Borrower has received the prior written
  approval, in the form set forth in Schedule D, of all Borrower Existing
  Creditors to create and submit the Charges for registration.


	
 

	
(xiv)

	
the Borrower has received the approval of the Investments Center of the Ministry of
  Trade Industry and Labor for the grant of Warrant to the Lender.


	
 

	
 

	
 


	
2.6

	
Waiver Possibility


	
 

	
If the Lender advances all or any part
  of  the Loan to the Borrower prior to
  the satisfaction of all or any of the conditions referred to in Clause 2.5
  (which the Lender has no obligation to do) the Borrower shall satisfy or
  procure the satisfaction of such condition or conditions which have not been
  satisfied within fourteen (14) Business Days of the relevant Drawdown Date
  (or within such longer period as the Lender may agree or specify, provided,
  that the Lender at its discretion may waive the satisfaction of any
  condition.


	
 

	
 


	
2.7

	
Equipment


	
 

	
The existing Equipment of the Borrower as
  listed in Schedule B (as may be amended from time to time to include fixed
  assets) with the consent of the Lender) shall form part of the Security and
  be included in the Fixed Charge. Future purchases of fixed assets purchased
  until (and including) the last day of the Security Period (“New Equipment”) (subject to the Lender’s
  approval) shall in addition be made subject to the provisions of this Loan









	
 

	
 


	
 

	
  Agreement, form part of the Security and be charged by way of either listing
  such New Equipment to the relevant schedule in the Fixed Charge, to be
  amended accordingly, or, at the Lender’s election, as a separate supplemental
  Fixed Charge (which, in each case, shall be part of the Security Documents
  hereunder), and, in either case submitted to and registered with the
  Companies Registrar, on one or more occasions at such time(s) as the Lender
  may request, at the Lender’s discretion (at the Lender’s request, Schedule B hereto shall be replaced or
  supplemented from time to time to reflect any addition of such New Equipment
  as aforesaid); it being agreed that, at any time until the end of the
  Security Period, the Borrower shall be obliged to register any additional
  Fixed Charge in favor of the Lender only at such time as the aggregate value
  of the New Equipment exceeds US$ 50,000, provided that in any event the
  Borrower shall register a Fixed Charge on any New Equipment in favor of the
  Lender within seven (7) days following the last Business Day of each calendar
  year during the Security Period, regardless of the value of such New
  Equipment. For the avoidance of doubt, in addition, the Equipment is subject
  to the Floating Charge and any New Equipment shall become subject to the
  Floating Charge as soon as an interest therein is acquired by Borrower
  (without any further action being required to effect the same). 


	
 

	
 


	
2.8

	
Intellectual
  Property


	
 

	
 


	
 

	
The registered Intellectual
  Property of the Borrower as of the date hereof is listed in Schedule C (as
  may be amended from time to time with the consent of the Lender) and is
  covered by the Fixed Charge.


	
 

	
Future Intellectual Property
  of the Borrower shall, in addition, be made subject to the provisions of this
  Loan Agreement and form part of the Security and be charged by way of either
  listing such new Intellectual Property on the relevant schedule in the Fixed
  Charge, to be amended accordingly, or, at the Lender’s election, as a
  separate supplemental Fixed Charge (and, at the Lender’s request, Schedule C
  hereto shall be replaced or supplemented from time to time to reflect any
  addition of such new Intellectual Property as aforesaid) and, in either case,
  submitted to and registered  with the
  Companies Registrar, and with respect to applications for registration of
  Intellectual Property submitted by the Borrower to the Israeli Patent Office
  the United States Patent and Trademark Office or to the United States
  Copyright Office until (and including) the last day of the Security Period (“New Registered Intellectual
Property”)
  shall, in addition, be submitted to and registered with the Israeli Patent
  Office or the United States Patent and Trademark Office, as applicable; it
  being agreed that, at any time until the end of the Security Period, the
  Borrower shall be obliged to create and register any such additional Fixed
  Charge in favor of the Lender, as follows- 


	
 

	
(i) with respect to New
  Registered Intellectual Property, within fifteen (15) Business Days from
  registration of such New Registered Intellectual Property, and if such
  registration is not possible under the rules governing such New Registered
  Intellectual Property, then, no later than fifteen (15) Business Days from
  the date on which the charge of
  such New Registered Intellectual Property becomes registrable;










4










	
 

	
 


	
 

	
(ii) with respect to other
  new unregistered Intellectual Property, if any, at the request of the Lender
  and in any event within fifteen (15)
  days following the last Business Day of each calendar year; and


	
 

	
(iii) with respect to any
  future applications for registration of Intellectual Property submitted by
  the Borrower in countries other than Israel and the United States, the
  Borrower shall be obliged to notify the Lender within fifteen (15) Business
  Days of the day of filing of each such application, and the Borrower will be
  obliged to create and register an additional Fixed Charge (as aforesaid) in
  favor of the Lender within fifteen (15) Business Days from request of the
  Lender.


	
 

	
For the avoidance of doubt,
  in addition, the Intellectual Property of the Borrower is subject to the
  Floating Charge and any New Intellectual Property of the Borrower shall
  become subject to the Floating Charge as soon as an interest therein is
  acquired by Borrower (without any further action being required to effect the
  same).


	
 

	
 


	
3

	
TERM


	
 

	
 


	
3.1

	
This Loan Agreement is effective upon
  execution by the Lender and shall continue until the later of (i) Date of Expiry
  of the Loan Facility and (ii) the date upon which the Borrower shall have
  performed all its obligations hereunder.


	
 

	
 


	
3.2

	
If the conditions set out in Clause 2.5
  have not been satisfied within forty-five (45) days of the execution of this
  Loan Agreement, the Lender shall in its sole discretion have the option to
  either terminate the Loan Agreement or extend the period in which such
  conditions must be satisfied. 


	
 

	
 


	
4

	
REPAYMENT AND PREPAYMENT


	
 

	
 


	
4.1

	
Advance Payment


	
 

	
On delivery of the Drawdown Notice, the
  Borrower shall pay to the Lender (by way of deduction by Lender from the
  amount of the Loan actually advanced to the Borrower) the Advance Payment
  specified above in the Loan Facility Terms which shall be held by the Lender
  and applied in or towards payment of the last repayment of the Loan.


	
 

	
 


	
4.2

	
Repayments


	
 

	
The Borrower shall repay the Loan
  (principal and interest accrued thereon as provided in Section 5.1 below) by
  way of thirty six (36) equal monthly payments, each such payment in an amount
  equal to (including the interest under Section 5.1 below): (A) in the event
  that the Loan was provided in US$ -  3.33%, or (B) in the event that the Loan
  was provided in Euros - 3.29%, of the amount of the Loan, to be paid to the
  Lender by way of standing order (“Hora’at Keva”) on the first Business Day of
  each calendar month or, if such day is not a Business Day, the first Business
  Day thereafter, commencing on (and including) the Drawdown Date. 


	
 

	
For the avoidance of doubt, it is hereby
  clarified that each of Negevtech Ltd. and 







	
 

	
 


	
 

	
Negevtech Inc., jointly and severally,
  shall be liable for the repayment of the Loan as detailed above,
  notwithstanding which of said entities issued the Drawdown Notice or actually
  received the funds with respect to the Loan. Without derogating from the
  above and notwithstanding anything to the contrary herein, it is hereby
  agreed that the entity which shall actually make any and all repayments of
  the Loan (principal and interest accrued thereon, and including in the case
  of prepayment) shall be Negevtech Ltd. only, unless otherwise agreed in
  writing in advance by the Lender.


	
 

	
 


	
 

	
It is hereby clarified that in the event
  that any inconsistency exists between the repayment terms under this Clause
  4.2 and the repayment terms set forth in Clause 5.1, the repayment terms in
  Clause 4.2 shall supersede and Clause 5.1
  shall be deemed amended as to be consistent with Clause 4.2.  


	
 

	
 


	
4.3

	
Currency of Payments


	
 

	
Repayment of the Loan and payment of all
  other amounts owed to the Lender will be paid in the currency in which the
  Loan has been provided (the “Contractual
  Currency”). The Borrower shall bear the cost in the event of and
  in respect of any conversion of a currency to the Contractual Currency.


	
 

	
 


	
4.4

	
Prepayment 


	
 

	
The Borrower shall be entitled to prepay
  the Loan, either in whole or in part, subject to the following conditions:


	
4.4.1

	
The Borrower shall submit to the Lender
  an irrevocable written request to prepay the Loan, at least 14 Business Days
  in advance, indicating the amount to be prepaid and the date of prepayment,
  provided that such prepayment shall be made on the last day of a calendar
  month.


	
4.4.2

	
The prepayment sum shall equal to the
  aggregate sum of all such monthly payments that are being prepaid (as set
  forth in Clause 4.2 above), which would have been paid throughout the
  remainder of the Loan Term (such amounts to include any interest accrued
  thereon based on the Applicable Interest Rate), discounted at the rate of 3%
  percent per annum to reflect early receipt.


	
 

	
 


	
5

	
INTEREST


	
 

	
 


	
5.1

	
Interest on the drawn down Loan amount
  shall accrue from day to day at a rate of: (A) in the event that the Loan was
  provided in US$ 13% per annum or (B) in the event that the Loan was provided in Euros
  12% per annum (and be compounded in each case on a monthly basis) (the “Applicable Interest Rate”), as reflected
  by thirty-six (36) equal monthly payments, each in an amount equal to (A) in
  the event that the Loan was provided in US$ 3.33% or (B) in the event that the
  Loan was provided in Euros 3.29% in each case of the amount of the Loan, as
  set forth in Clause 4.2 hereto, from the Drawdown Date until the repayment in
  full of the Loan, with payment of the interest being made to the Lender after
  any tax deduction at source including without limitation any withholding tax
  if required under applicable law (but subject however to any special arrangement between the relevant Israeli
  tax authorities and the Lender). Interest on the Loan and each part thereof
  shall be calculated and paid in the Contractual Currency.









5











	
 

	
 

	
 


	
 

	
 


	
5.2

	
Time of payment of any sum due from the
  Borrower is of the essence under this Loan Agreement. Any late payment by the Borrower of any sum
  due to the Lender under this agreement shall bear an interest of 5% per annum
  in excess of the Applicable Interest Rate from the original due date until
  actual payment.


	
 

	
 


	
5.3

	
Unless otherwise instructed in writing by
  the Lender immediately upon each due date for effecting any interest payment
  under or pursuant to this Loan Agreement and the Security Documents to which
  the Borrower is or is to be party, or upon actually paying any interest in advance
  of the due date for any reason, the Borrower shall report such payment to the
  relevant Israeli tax authorities on behalf of the Lender, pay in full the
  value added tax liability arising in accordance with Section 6D of the
  Israeli Value Added Tax Regulations 5736-1976 and the Israeli Value Added Tax
  Law 5735-1975 and shall provide the Lender with documentation evidencing such
  payment, provided, however, that commencing upon Lender’s request and
  continuing afterward until otherwise notified by Lender, Borrower shall pay
  in full any applicable value added tax directly to Lender (or such agent of
  the Lender as the Lender may direct) against delivery of an invoice.


	
 

	
 


	
6

	
REPRESENTATIONS AND WARRANTIES


	
 

	
 


	
6.1

	
The Borrower warrants and represents the
  following as at the date hereof:


	
6.1.1

	
Negevtech Ltd. is a limited company duly
  organised and validly existing under the laws of Israel; and Negevtech Inc.
  is a limited corporation, duly organised and validly existing, under the laws
  of the State of Delaware.


	
6.1.2

	
the Borrower has the corporate capacity,
  and has taken all corporate action and obtained or will obtain ten (10)
  business days before the Drawdown Date, all consents,
  including third party consents, necessary for it:


	
 

	
(i)

	
to execute this Loan Agreement and the
  Security Documents to which the Borrower is or is to be party; 


	
 

	
(ii)

	
to borrow under this Loan Agreement and
  to make all the payments contemplated by, and to comply with all its other
  obligations under this Loan Agreement and the Security Documents;


	
 

	
(iii)

	
to grant the Lender first priority on the
  Fixed Charge over its Equipment, second priority on the Fixed Charge over its
  intellectual property and second priority on the Floating Charge over its
  assets under the Security Documents; and


	
 

	
(iv)

	
to amend the current registry of charges
  of the Borrower reflecting the correct order of seniority.


	
 

	
 

	
 


	
6.1.3

	
this Loan Agreement and the Security
  Documents to which the Borrower is or is to be









	
 

	
 

	
 


	
 

	
party, do now or, as the case may be,
  will, upon execution and delivery (and, where applicable, upon registration
  as provided for in this Loan Agreement and the Security Document):


	
 

	
(i)

	
constitute the Borrower’s legal, valid
  and binding obligations enforceable against the Borrower in accordance with
  their respective terms subject to any applicable law; and


	
 

	
(ii)

	
create legal, valid and binding Security
  Interests enforceable in accordance with their respective terms subject to any applicable law.


	
6.1.4

	
the execution and (where applicable)
  registration by the Borrower of this Loan Agreement and each Security
  Document to which it is or is to be party, and the borrowing by the Borrower
  of the Loan and its compliance with this Loan Agreement and each Security
  Document to which it is or is to be party will not involve or lead to a
  contravention of:


	
 

	
(i)

	
any applicable law or other legal
  requirement; or


	
 

	
(ii)

	
the constitutional documents of the
  Borrower; or


	
 

	
(iii)

	
any contractual or other obligation or
  restriction which is binding on the Borrower or any of the Charged Assets;


	
6.1.5

	
all consents, licences, approvals and
  authorisations required by the Borrower in connection with the entry into,
  performance, validity and enforceability of this Loan Agreement and the
  Security Documents to which it is or is to be party have been or (upon
  execution thereof) shall have been obtained by the Drawdown Date and are (or
  upon execution thereof shall be) in full force and effect during the life of
  this Loan Agreement;


	
6.1.6

	
all financial and other information
  furnished by or on behalf of the Borrower in connection with the negotiation
  of this Loan Agreement and the Security Documents delivered to the Lender
  pursuant to this Loan Agreement or the Security Documents was true and
  accurate when given and there are no other facts or matters the omission of
  which would have made any statement or information contained therein
  misleading in any material respect;


	
6.1.7

	
all payments made or to be made by the
  Borrower under or pursuant to this Loan Agreement and the Security Documents
  to which the Borrower is or is to be party shall be made following deduction
  or withholding for, or on account of, any taxes for which withholding is
  required pursuant to applicable law and/or tax ruling of the applicable tax
  authorities.


	
6.1.8

	
except as set forth in Schedule F
  attached hereto, there is no action, proceeding or claim pending or, so far
  as the Borrower is aware or ought reasonably to be aware, threatened against
  the Borrower or any of its subsidiaries before any court or administrative
  agency which might have a material adverse affect on the business, condition
  of operations of the Borrower or any of its subsidiaries; 


	
6.1.9

	
the Borrower owns with good and
  marketable title all the Charged Assets, free from all Security Interests and
  other interests and rights of every kind except for those permitted by the
  Security Documents, and all the Charged Assets are in good operating
  condition and repair, and are adequate for the uses to which they are being put, and none of such
  Charged Assets is in need of maintenance or repairs except for ordinary,
  routine maintenance and repairs that are not material in nature or cost; and








6










	
 

	
 


	
6.1.10

	
the Borrower’s representation and
  warranties set out in this Clause 6 shall survive the execution of this Loan Agreement
  and shall be deemed to be repeated at the commencement of the Interest Period
  and Drawdown Date with respect to the facts and circumstances then existing,
  as if made at each such time.


	
 

	
 


	
7

	
LIST OF COMMITMENTS


	
 

	
 


	
7.1

	
The Borrower undertakes towards the
  Lender to comply with the following provisions of this Clause 7 at all times
  during the Security Period, except as the Lender may otherwise permit:


	
7.1.1

	
the Borrower will obtain, effect and keep effective all permissions, licences and
  permits which may from time to time be required in connection with the
  Charged Assets; 


	
7.1.2

	
the Borrower will own only for its own
  account the Equipment and will keep the Equipment free from any and all senior, pari passu, junior or subordinated Security Interests and other interests and rights of every kind,
  except for those created and/or permitted by the Security Documents; 


	
7.1.3

	
the Borrower will keep all
  Residual Assets free from any and all senior, pari passu, junior or
  subordinated Security Interests and other interests
  and rights of every kind,
  except for those created and/or permitted by the Security Documents;


	
7.1.4

	
the Borrower will not sell, assign,
  transfer or otherwise dispose of the Equipment or any share therein and shall
  give immediate notice to the Lender of any judicial process or encumbrance
  affecting the Equipment;


	
7.1.4A

	
Other than in the ordinary
  course of business (except with respect to the Equipment which shall be
  subject to Clause 7.1.4), the Borrower will not sell, assign, transfer or
  otherwise dispose of any of the Residual Assets and shall give immediate
  notice to the Lender of any judicial process or encumbrance affecting the
  Residual Assets;


	
7.1.5

	
the Borrower will provide to the Lender
  such information as the Lender may reasonably request concerning the Borrower
  and its affairs (including concerning the Charged Assets); 


	
7.1.6

	
the Borrower will provide the Lender with
  its monthly management accounts, certified by the Borrower’s managing
  director or finance director as fairly presenting the data reflected, within
  thirty (30) days of the end of each month (to include notification of the
  commencement of litigation by or against the Borrower) and, following an
  initial public offering or listing on a recognised stock exchange, provide
  copies of any announcement which is proposed to be made public by the
  Borrower concerning dividends, annual or interim financial positions and
  affairs of the Borrower, and copies of any other documents required to be
  filed with applicable statutory or regulatory authorities or agencies in
  relation to the activities of the Borrower;


	
7.1.7

	
the Borrower will provide the Lender with
  its annual audited consolidated financial statements on the same date as
  delivered to any of the holders of Preferred Stock of the Borrower but in any
  event within ninety (90) 







	
 

	
 

	
 


	
 

	
days of the end of accounting period of
  the Borrower, in each case including statement of operations, balance sheet,
  statement of cash flows and shareholders’ equity, certified by a firm of
  chartered accountants of recognised national standing;


	
7.1.8

	
the Borrower will provide the Lender with
  copies of all notices, minutes, consents and other material that it provides
  to its directors at the same time they are delivered to the directors;


	
7.1.9

	
the Borrower will grant the Lender the
  right to have a representative to meet with the Borrower’s managing director
  and finance director once each quarter throughout the Security Period to
  review and discuss the operating performance and financial condition of the
  Borrower. In addition, upon the occurrence of an Event of Default, the Lender
  shall be entitled to have a representative to attend all meetings of the
  Borrower’s boards of directors in a non-voting observer capacity. The
  Borrower will give notice of all board meetings to the Lender at the same
  time as to its directors.


	
7.1.10

	
the Borrower will maintain in force and
  promptly obtain or renew, and will promptly send certified copies to the
  Lender of, all consents required:


	
 

	
(i)

	
for the Borrower to perform its
  obligations under this Loan Agreement and each Security Document;


	
 

	
(ii)

	
for the validity or enforceability of
  this Loan Agreement and any Security Document; and


	
 

	
(iii)

	
for the Borrower to continue to own the
  Charged Assets, 


	
 

	
and the Borrower will comply with the
  terms of all such consents; and


	
7.1.11

	
the Borrower will notify the Lender as
  soon as it becomes aware of:


	
 

	
(i)

	
the occurrence of an Event of Default; or


	
 

	
(ii)

	
any matter which indicates that an Event
  of Default has occurred, may have occurred or is likely to occur in the
  foreseeable future, and will thereafter keep the Lender fully up to date with
  all developments.


	
7.1.12

	
The Borrower shall affix, or allow the
  Lender to affix, to the Equipment (as listed in Schedule B attached hereto and
  as to be amended from time to time with the consent of the Lender) permanent
  indications of Lender’s interest in the Equipment, and shall not remove or
  hide them and shall comply with Lender’s request in assisting Lender with all
  perfection requirements under the laws of the State of Israel and pursuant to
  and in accordance with the provisions of the Security Documents;


	
7.1.13 

	
The Borrower shall not enter
  into any other financing arrangement, except for equity investments, without
  the prior written approval of the Lender.


	
7.1.14

	
The Borrower shall notify the Lender in
  writing immediately after it has been notified on the release of any of the Charged Assets that are subject to the Borrower Existing Charges, if and when released from the Borrower
  Existing Charges


	
7.1.15

	
The covenants or obligations of Negevtech Ltd. to provide information
  and documents under this Clause ‎7
  shall apply also to such information and documents of any if its subsidiaries, to the extent required to protect the Security Interest
  or any other rights of the Lender.








7










	
 

	
 


	
7.1.16

	
Borrower will repay all amounts owed to Bank Leumi from proceeds of
  Loan, immediately after the Drawdown Date 


	
 

	
 


	
8

	
EVENTS OF DEFAULT


	
 

	
 


	
8.1

	
An Event of Default occurs if:


	
8.1.1

	
the preconditions set out in Clause 2.5
  are not satisfactorily accomplished within forty five (45) days of signature
  of this Loan Agreement unless the period for satisfactory accomplishment is
  extended pursuant to and in accordance with Clause 3.2; or


	
8.1.2

	
the Borrower fails to pay when due and
  payable or (if so payable) on demand any sum payable under this Loan
  Agreement or the Security Documents or under any document relating to the
  Security Documents provided however that such failure to pay shall not
  constitute an Event of Default if such failure has been rectified within five
  (5) Business Days after the Lender has advised the Borrower of such
  non-payment; or


	
8.1.3

	
any other breach by the Borrower occurs
  of any provision of this Loan Agreement or the Security Documents (other than
  a breach covered by this Clause 8.1) unless:


	
(i)

	
the Lender notifies the Borrower in
  writing that it is satisfied that the breach has not put any of the Security
  for the Loan immediately at risk and that it considers that the breach is
  capable of remedy; and 


	
(ii)

	
within ten (10) Business Days after the
  Lender serves on the Borrower a notice of default under this Loan Agreement,
  or such longer period as the Lender may specify in such notice, the Borrower
  remedies the breach to the satisfaction of the Lender; or 


	
8.1.4

	
any representation, warranty or statement
  made by, or by an officer of, the Borrower in this Loan Agreement or the
  Security Documents or in a Drawdown Notice or any other notice or document
  relating to this Loan Agreement or any other Security Document is untrue or
  misleading in any material respect when it is made in a manner that adversely
  affect the Charged Assets; or


	
8.1.5

	
financial indebtedness of the Borrower in
  an amount of at least US$250,000 is not paid when due as a consequence of a
  default with respect thereto or any Security Interest over any assets of the
  Borrower is lawfully enforced; or


	
8.1.6

	
any order shall be made by any competent
  court or any resolution shall be passed by the Borrower for the appointment
  of a liquidator, administrator or receiver of, or for the winding up of, the
  Borrower and, in any such case, such order or resolution is not set aside,
  cancelled or revoked within thirty (30) Business Days after being made or
  passed provided that (i) the Borrower has informed the Lender in writing
  shortly after first notification that it intends to contest such enforcement
  order and (ii) the Borrower has actively contested such enforcement order
  within 30 days, in any relevant forums or is contested by the Borrower in
  good faith in circumstances where the sum of money owed is fully covered by
  reserves; or


	
8.1.7

	
an encumbrancer takes possession of or a
  receiver is appointed over the whole or, in the opinion of the Lender, any
  material part of, the 








	
 

	
 


	
 

	
assets of the Borrower or a distress,
  execution or other process is levied or enforced upon or sued out against the
  whole or a material part of the assets of the Borrower and, in any such case,
  either such procedure is not terminated within thirty (30) Business Days
  after commencement provided that (i) the Borrower has informed the Lender in
  writing shortly after first notification that it intends to contest such
  enforcement order and (ii) the Borrower has actively contested such
  enforcement order within 30 days, in any relevant forums, or is contested by
  the Borrower in good faith in circumstances where the sum of money owed is
  fully covered by reserves; or is contested by the Borrower in good faith in
  circumstances where the sum of money owed is fully covered by reserves; or


	
8.1.8

	
the Borrower shall stop payment or shall
  be unable to, or shall admit inability to, pay its debts as they fall due, or
  shall be adjudicated or found bankrupt or insolvent, or shall enter into any
  composition or other arrangement with its creditors generally; or


	
8.1.9

	
any event shall occur which under the law
  of any jurisdiction to which the Borrower is subject has an effect equivalent
  or similar to any of the events referred to in Clause 8.1.6, 8.1.7 or 8.1.8;
  or


	
8.1.10

	
the Borrower ceases or suspends carrying
  on its business or a material part of its business; or


	
8.1.11

	
it becomes unlawful or impossible (i) for
  the Borrower to discharge any liability under this Loan Agreement or to
  comply with any other material obligation under this Loan Agreement or the
  Security Documents, or (ii) for the Lender to exercise or enforce any right
  under, or to enforce any Security Interest created by, this Loan Agreement or
  the Security Documents; or


	
8.1.12

	
any material provision of this Loan
  Agreement or the Security Documents proves to have been or becomes invalid or
  unenforceable, or a Security Interest created by the Security Documents
  proves to have been or becomes invalid or unenforceable or such a Security
  Interest proves to have ranked after, or loses its priority under this Loan
  Agreement and \or the Security Documents (to the extent such priority applies
  under the Loan agreement and \or the Security Documents) to, another Security
  Interest or any other third party claim or interest, provided however that if
  the Borrower proposes replacement security which the Lender accepts, and such
  replacement security is constituted in a manner acceptable to the Lender
  within such period of time as the Lender may require, such event shall cease
  to constitute an Event of Default; or


	
8.1.13

	
the security constituted by the Security
  Documents is in any way materially imperilled or in jeopardy (including by
  way of decrease in market value below a normal depreciation, but excluding
  depreciation made in accordance with US GAAP) provided however that if the
  Borrower proposes replacement security which the Lender accepts, and such
  replacement security is constituted in a manner acceptable to the Lender
  within such period of time as the Lender may require, such event shall cease
  to constitute an Event of Default; or


	
8.1.14

	
any other event (whether related or not)
  occurs (including, without limitation, a material adverse change, from the
  position applicable as at the date of this Loan Agreement) in the business affairs or condition (financial
  or otherwise) of the Borrower), the effect of which isto materially imperil,
  delay or prevent the due fulfilment by the Borrower of any of its obligations
  or undertakings in this Loan Agreement or the Security Documents; or








8











	
 

	
 


	
8.1.15

	
any event of default (howsoever
  described) specified in any loan agreement signed between the Borrower and
  the Borrower Existing Creditors, or in any security document underlying the
  Borrower Existing Charges shall occur.


	
 

	
 


	
8.2

	
Lender’s Rights


	
 

	
On or at any time following the
  occurrence of any Event of Default the Lender may:


	
8.2.1

	
serve on the Borrower a notice stating
  that all obligations of the Lender to the Borrower under this Loan Agreement
  including (without limitation) the obligation to advance the Loan or any part
  thereof are terminated; and/or


	
8.2.2

	
serve on the Borrower a notice stating
  that the Loan, all accrued interest and all other amounts accrued or owing
  under this Loan Agreement are immediately due and payable; and/or


	
8.2.3

	
take any other action which, as a result
  of the Event of Default or any notice served under Clauses 8.2.1 or 8.2.2
  above, the Lender is entitled to take under the Security Documents or any
  applicable law.


	
 

	
 


	
8.3

	
End of Lender’s
  Obligations


	
 

	
Upon cancellation of this Agreement by
  Lender due to an event under Clause 8.2.1, and, unless expressly waived by
  the Lender at its sole discretion, Clauses 8.2.2 or 8.2.3, all the
  obligations of the Lender to the Borrower under this Loan Agreement shall
  terminate.


	
 

	
 


	
8.4

	
Acceleration


	
 

	
On the service of a notice under Clause
  8.2.2, the Loan, all accrued interest and all other amounts accrued or owing
  from the Borrower under this Loan Agreement and the Security Documents shall
  become immediately due and payable.


	
 

	
 


	
8.5

	
Waiver of Event of
  Default


	
 

	
The Lender, at its sole and absolute
  discretion, may waive any Event of Default hereunder, prior to or after the
  event or events giving rise thereto, provided that such waiver may be
  effected only by written notice provided by the Lender to the Borrower to
  that effect (and subject further to Clause 13.3 below); it being understood
  and acknowledged, that if and so long as no notice of waiver of an Event of
  Default was so provided, such Event of Default shall be deemed as having
  occurred and in effect for all purposes hereunder.


	
 

	
 


	
8.6

	
Change of Control


	
 

	
If there is a Change of Control (as
  defined below) in the Borrower, unless the Lender agrees otherwise by written
  notice to the Borrower, immediately and simultaneously with the closing of
  the transaction that constitutes a Change of Control (i) the Borrower shall
  prepay the outstanding Loan in accordance with Clause 4.4 above; and (ii) all
  other amounts accrued or owing under this Loan Agreement and the Security
  Documents shall become due and payable.


	
 

	
for purposes of this Clause 8.6, a
  “Change of Control” shall mean any of the following 








	
 

	
 


	
 

	
events (whether in one or in a series of
  related transactions): merger, consolidation, or reorganization of the
  Borrower with or into, or the sale of all or substantially all the assets of
  the Borrower, or the sale of securities of the Borrower (whether by the
  Borrower or by shareholders of the Borrower) provided that following any of such events
  the shareholders of the Borrower prior to such event do not hold following
  such event more than 50% of the outstanding shares and the voting power of
  the surviving corporation, or the exclusive license of all or a material portion of the Borrower’s Intellectual Property, to,
  any other entity or person, other than a wholly-owned subsidiary of the
  Borrower. It is hereby agreed that the acquisition of the Borrower by, or a
  merger of the Borrower (or a subsidiary thereof) into, Israel Growth Partners
  Acquisition Corp or a subsidiary thereof shall not constitute a Change of Control.


	
 

	
 


	
9

	
FEES, EXPENSES AND TAXES


	
 

	
 


	
9.1

	
Transaction Fee 


	
 

	
The Parties hereby agree and acknowledge
  that the following transaction fee shall be paid by the Borrower to the
  Lender upon the execution of this Loan Agreement:


	
 

	
(i) a one-time transaction fee in an
  amount of US$ 70,000; and


	
 

	
(ii) all expenses related to registration of the
  Security.


	
 

	
 


	
9.2

	
Documentary Costs


	
 

	
The Borrower shall pay to the Lender on
  the Lender’s demand, the reasonable legal expenses incurred by the Lender in
  connection with:


	
9.2.1

	
the negotiation
  and execution of this Loan Agreement, the Security Documents and all
  ancillary agreements and documents relating thereto and the transactions
  contemplated hereby, up to an aggregate amount of US$15,000 plus applicable
  VAT;; and


	
9.2.2

	
any amendment or supplement to this Loan
  Agreement or the Security Documents or any proposal for such an amendment to
  be made; up
  to an aggregate reasonable amount to be agreed between the parties and


	
9.2.3

	
any consent or waiver by the Lender
  concerned under or in connection with this Loan Agreement or the Security
  Documents or any request for such a consent or waiver up to an aggregate reasonable
  amount to be agreed between the parties; and


	
9.2.4

	
any legal step taken by the Lender with a
  view to the protection, exercise or enforcement of any right or Security
  Interest created by this Loan Agreement or the Security Documents or for any
  similar purpose.


	
 

	
 


	
9.3

	
Tax Indemnity


	
 

	
The Borrower shall promptly pay any
  documentary, stamp or other equivalent tax or duty payable on or by reference
  to this Loan Agreement or the Security Documents, and shall, on the Lender’s
  demand, fully indemnify the Lender against any liabilities and expenses
  resulting from any failure or delay by the Borrower to pay such tax.


	
 

	
 








9










	
 

	
 


	
9.4

	
Recovery of Overdue Fees


	
 

	
Without prejudice to any other provisions
  of this Loan Agreement, the Lender shall be entitled (and the Borrower hereby
  irrevocably authorises the Lender), at any time and from time to time, to
  apply any credit balance to which the Borrower is then entitled on any
  account with the Lender in satisfaction of the sum or sums from time to time
  owing by the Borrower to the Lender under and/or pursuant to this Clause 9.
  The Lender shall give notice to the Borrower of any such application promptly
  thereafter.


	
 

	
 


	
9.5

	
Liability for Taxes


	
9.5.1

	
All payments by the Borrower hereunder
  shall be made without any deduction and free and clear of and without any
  deduction for or on account of any Taxes, except to the extent that the
  Borrower is required by law to make payment subject to any deduction or
  withholding of any Taxes.


	
9.5.2

	
If, at any time, the Borrower becomes
  aware that any deduction or withholding is or will be required, it shall
  promptly notify the Lender and supply details of such requirements.


	
 

	
 


	
10

	
INDEMNITIES


	
 

	
 


	
10.1

	
Indemnity for
  Non-Scheduled Payments


	
 

	
Without derogating from Clause 9 above,
  the Borrower shall indemnify the Lender fully on its demand in respect of all
  expenses, liabilities and losses which are suffered or incurred by the
  Lender, as a result of or in connection with:


	
10.1.1

	
the Loan not being borrowed on the date
  specified in the Drawdown Notice for any reason other than a default by the
  Lender;


	
10.1.2

	
any failure (for whatever reason) by the
  Borrower to make payment of any amount due by Borrower under this Loan
  Agreement or the Security Documents on the due date or, if so payable, on
  demand; or


	
10.1.3

	
the occurrence and/or continuance of an
  Event of Default and/or the acceleration of repayment of the Loan under
  Clause 8.4, and in respect of any taxes under Section 9.3 above for which the
  Lender is liable or held liable in connection with any amount paid or payable
  to the Lender (whether for its own account or otherwise) under this Agreement
  or the Security Documents.


	
 

	
 


	
10.2

	
Third Party Claims
  Indemnity


	
 

	
 


	
 

	
The Borrower
  shall indemnify the Lender fully on its demand in respect of claims, demands,
  proceedings, liabilities, taxes, losses and expenses of every kind,
  including without limitation attorney’s fees (“liability items”) which may be
  made or brought against, or incurred by, the Lender, in any country, in
  relation to:



	
10.2.1

	
any action lawfully taken, or omitted or
  neglected to be taken, under or in connection with this Loan Agreement or the
  Security Documents by the Lender or by any receiver appointed under the
  Security Documents after the occurrence of any Event of Default; and


	
10.2.2

	
any breach or inaccuracy of any of the
  representations and/or warranties contained in Clause 6 hereof or in the
  Security Documents or any breach of any covenant, commitment or agreement by
  the Borrower contained in Clause 








	
 

	
 

	
 


	
 

	
7 hereof or elsewhere in this Loan
  Agreement or in the Security Documents


	
10.2.3

	
any amounts that Lender is required to
  pay to Bank Leumi pursuant to the Side Letter.


	
 

	
 


	
10.3

	
Currency Loss Indemnity


	
 

	
 


	
10.3.1

	
If any sum due from the Borrower to the
  Lender under this Loan Agreement or any Security Documents or under any order
  or judgement relating to this Loan Agreement or any Security Documents has to
  be converted from the Contractual Currency into another currency (the “Payment Currency”) for the purpose of:


	
 

	
(i)

	
making or lodging any claim or proof
  against the Borrower, whether in its liquidation, any arrangement involving
  it or otherwise; 


	
 

	
(ii)

	
obtaining an order or judgement from any
  court or other tribunal; or


	
 

	
(iii)

	
enforcing any such order or judgement,


	
 

	
the Borrower shall indemnify the Lender
  against the loss arising when the amount of the payment actually received by
  the Lender is converted at the available rate of exchange into the
  Contractual Currency.


	
10.3.2

	
In this context, the “available rate of
  exchange” means the rate at which the Lender is able at the opening of
  business (London time) on the business day after it receives the sum
  concerned to purchase the Contractual Currency with the Payment Currency.


	
10.3.3

	
This Clause 10.3 creates a separate
  liability of the Borrower which is distinct from its other liabilities under
  this Loan Agreement and Security Documents and which shall not be merged in
  any judgement or order relating to those other liabilities.


	
 

	
 


	
11.

	
RISK AND INSURANCE


	
 

	
 


	
11.1

	
All risk of loss, theft and damage of and
  to the Charged Assets from any cause whatsoever shall pass to the Borrower on
  delivery of the Charged Assets, and no such event shall relieve the Borrower
  of any obligation under a Drawdown Notice.


	
11.2

	
The Borrower shall from delivery of the
  Charged Assets: 


	
11.2.1

	
bear all risk of loss of or damage to the
  Charged Assets whether insured against or not;


	
11.2.2

	
maintain with an insurance company
  approved by the Lender, in accordance with good and prudent practices of
  owners of such Charged Assets, fully comprehensive insurance under a standard
  form of “new for old” all risks policy including terrorism, third party, and
  business interruption for a 6 month period covering (i) loss of or damage to,
  the Charged Assets and against such other risks as assets of the same type as
  the Charged Assets are normally (or when used in the manner or for the purposes
  for which the Charged Assets are to be used) insured, for an amount equal to
  the greater of 110% of the total unpaid Loan Facility (whether due or not)
  and the new replacement value of the Charged Assets; and (ii) all liability
  whatsoever (including liability of the Lender) to any third party whomsoever
  including any employee, agent or sub-contractor of the Lender or of the
  Borrower who may suffer damage to or loss of property or death or personal injury, whether
  arising directly or indirectly from the Charged Assets or their use;








10










	
 

	
 


	
11.2.3

	
procure that the Lender and, if the
  Lender so requests, any Affiliates of the Lender is an additional insured and
  that the interest of the Lender is noted under the policy and that the Lender
  is loss payee;


	
11.2.4

	
upon request produce to the Lender the
  policy and all premium receipts;


	
11.2.5

	
promptly notify the Lender of any event
  which may give rise to a claim under the policy and upon request irrevocably
  appoint the Lender to be its sole agent to negotiate agree or compromise such
  claim; [CORE CLAUSE] and


	
11.2.6

	
upon request, assign to the Lender the
  Borrower’s rights under such policy and irrevocably appoint the Lender to
  institute any necessary proceedings. 


	
 

	
 


	
12

	
END OF LOAN PAYMENT


	
 

	
 


	
 

	
The Borrower shall be required to pay the Lender, at the
  time of the last payment with respect to the Loan an additional amount equal
  to the highest of: (a) 4.5% of the Loan amount, and (b) the
  fair market value of the Equipment (as listed in Appendix A without updates
  or additions to such equipment) at the time of the last repayment of the Loan
  (the “End of Loan Payment”). Upon payment of
  the End of Loan Payment, subject to the terms of this Loan Agreement and the
  Security Documents (including the making of all payments hereunder and
  thereunder), the Lender shall take appropriate action to release the Security
  over the Charged Assets. Failure to pay End of Loan Payment shall constitute
  a breach of this Loan Agreement.


	
 

	
 


	
13

	
GENERAL


	
 

	
 


	
13.1

	
All agreements, covenants,
  representations and warranties of the Borrower contained in this Loan
  Agreement or in the Drawdown Notices or other documents delivered pursuant
  hereto or in connection herewith shall survive the execution and delivery,
  and the expiration, cancellation or other termination of this Loan Agreement
  and/or the Drawdown Notice except of expiration, cancellation or other
  termination by the Lender which is not due to a breach of this Agreement by
  the Borrower.


	
 

	
 


	
13.2

	
If the Borrower shall fail to perform any
  of its obligations under any Drawdown Notice duly and promptly, the Lender
  may, at its option and at any time, perform the same without waiving any
  default on the part of the Borrower, or any of the Lender’s rights, provided
  that the Lender has delivered to the Borrower a 14 (fourteen) day prior
  notice of its intention to do so and the Borrower did not perform such
  obligation. The Borrower shall reimburse the Lender, within five (5) Business
  Days after additional notice thereof is given to the Borrower, for all expenses
  and liabilities incurred by the Lender in the performance of the Borrower’s
  obligations.


	
 

	
 


	
13.3

	
The Lender’s failure at any time to
  require strict performance by the Borrower shall not constitute waiver of, or
  diminish, the Lender’s right to demand strict compliance with any provision
  of the Loan. Waiver by the Lender 








	
 

	
 

	
 


	
 

	
of any default shall not constitute
  waiver of any other default. No rights or remedies referred to herein shall
  be exclusive, but shall be cumulative and in addition to any other right or
  remedy set forth herein or otherwise available to the Lender at law or in
  equity.


	
 

	
 


	
13.4

	
Reserved


	
 

	
 


	
13.5

	
The Lender shall have the right, in its
  sole discretion, to assign, sell, pledge, grant a Security Interest in or
  otherwise encumber its rights under this Loan Agreement and/or the Drawdown
  Notice to any third party (an “Assignee”), or may be acting as an agent
  for any Assignee in entering into any Drawdown Notice. The Borrower hereby
  irrevocably consents to any assignment, sale, pledge, grant of a Security
  Interest or any other disposal to an Assignee. The Borrower agrees that if it
  receives notice from the Lender or from any such Assignee that it is to make
  payments under this Loan Agreement and/or any Drawdown Notice to such
  Assignee rather than to the Lender, or that any of its other obligations
  under the relevant Drawdown Notice are to be owed to the named Assignee, the
  Borrower shall comply with any such notice. Subject to the foregoing, this
  Loan Agreement and the Drawdown Notice inures to the benefit of, and is
  binding upon, the successors and assigns of the Lender. For the avoidance of
  any doubt, the Assignee shall be a reputable party of good standing in the
  reasonable opinion of the Lender, and in any event not a competitor of the Borrower
  or a company that is engaged in the same industry as the Borrower 


	
 

	
 


	
13.6

	
The Borrower consents to the disclosure
  of information by the Lender to its Affiliates and to other parties to the
  Security Documents only on a need to know basis and provided that such
  parties are subject to confidentiality obligations of the information
  disclosed to them.


	
 

	
 


	
13.7

	
All notices related hereto shall be
  delivered or posted:


	
 

	
(i)

	
to the Lender’s address, with a copy to
  the offices of Sharir, Shiv, Kadouch & Co., Law Offices, 3 Azrieli
  Center, Tel Aviv, Israel, 67023 for the attention of Emmanuel Kadouch, Adv.;
  and


	
 

	
(ii)

	
to the Borrower’s address with an
  additional copy to be delivered or forwarded or provided to Tulchinsky Stern
  Marciano – Ben Zur – Cohen & Co.


	
 

	
or at such other address as either party
  may designate in writing to the other party.


	
 

	
 


	
13.8

	
Clause titles are solely for convenience
  and are not an aid in the interpretation of this Loan Agreement.


	
 

	
 


	
13.9

	
If any provision or remedy herein
  provided is determined invalid under applicable law, such provision shall be
  inapplicable and deemed omitted; but the remaining provisions, including
  remaining default remedies, shall be given effect in accordance with their
  terms.


	
 

	
 








11










	
 

	
 


	
13.10

	
This Loan Agreement, together with the
  Security Documents, constitutes the entire
  agreement between the parties with respect to the subject matter hereof. This
  Loan Agreement may not be modified except in writing executed by the Lender
  and the Borrower. No supplier or agent of any party to this Loan Agreement is
  authorised to bind such party or to waive or modify any term of this Loan
  Agreement.


	
 

	
 


	
13.11

	
This Loan Agreement may be executed in
  counterparts, each of which shall be an original, but all such counterparts
  shall together constitute one and the same instrument.


	
 

	
 


	
13.12

	
Israeli law shall govern this Loan
  Agreement and the parties accept the exclusive jurisdiction of the courts of
  Tel-Aviv-Jaffa.





12









SCHEDULE A 



FORM OF SECURITY
DOCUMENTS 



DEBENTURE – FIXED
CHARGE (IP) 



UNLIMITED IN AMOUNT 



BETWEEN 



NEGEVTECH LTD.

as Company 



AND 



KREOS CAPITAL II LIMITED

as Creditor 



DATED March 30, 2008 












DEBENTURE – FIXED CHARGE
(IP)  



THIS DEBENTURE – FIXED CHARGE
(IP) is dated the 30th day of March 2008 between: 



	1.  	NEGEVTECH
LTD., a company organized under the laws of the State of           Israel, with
registered number 51-163426-3 and registered office at 12 Hamada           St. Rehovot
76703, Israel (the “Company”); and 






	2.  	Kreos
Capital II Limited, a company incorporated in Jersey under           registered
number 05981165 whose registered office is at 47 Esplanade, St           Helier, Jersey
(the “Creditor”). 






WHEREAS: 



	(A)  	The
Creditor has agreed to lend certain sums to the Company pursuant to an
          agreement between the Company, and the Creditor dated March 30, 2008 (the
          “Venture Loan Agreement”); and 






	(B)  	In
order to secure the full and punctual payment and performance when due of the
          Secured Liabilities, the Company has agreed to: (i) charge by way of second
          ranking fixed charge all the Company’s intellectual property specified in
Schedule 1 to this Debenture in favour of the Creditor in accordance with
          the terms hereof; (ii) charge by way of second ranking floating charge all the
          Company’s assets, in favour of the Creditor in accordance with the terms
of           the Debenture – Floating Charge (as defined below); and (iii) charge by
way           of first ranking fixed charge the Company’s equipment in favour of the
          Creditor in accordance with the terms of the Debenture – Fixed Charge (as
          defined below). 







NOW THEREFORE, the parties
agree as follows: 



	1.  	DEFINITIONS
AND INTERPRETATION  






	 	       1.1 	In
this Debenture, the following terms shall have the following meanings: 






	 		
	 	Bank leumi Fixed Charge 	Means the first rank fixed charge created under that certain debenture fixed charge, by the Company in favour of Bank Leumj Le'Israel, on March 2, 2005.
	 	  
	 	Bank Leumi Floating Charge 	Means the first rank floating charge created, under that certain debenture floating charge, by the Company in favour of Bank Leumi Le Israel, on December 22, 2004.
	 	  
	 	Charged Assets 	Those assets of the Company charged, pledged or assigned by way of charge to the Creditor pursuant to Section 3 (Security).
	 	  
	 	Debenture 	This Debenture - Fixed Charge (IP).
	 	  
	 	Debenture- Floating Charge 	Means the Debenture - Floating Charge signed between the Company and the Creditor on the date hereof, as may be amended from time to time.
	 	  
	 	Debenture - Fixed Charge  	Means the Debenture - Fixed Charge signed between the Company and the Creditor on the date hereof, as may be amended from time to time.







2






	 		
	 	Indemnified Persons 	As defined in Section 12.
	 	  
	 	Insurances 	Means:
	 		








	 	(a) 	all
contracts and policies of insurance executed and/or issued from time to           time in
relation to the Charged Assets, if any;  






	 	(b) 	all
payments to the Company in relation to (a) above, and  






	 	(c) 	all
claims, rights and remedies of the Company arising from (a) and (b) above.  






	 		
	 		
	 		
	 		
	 		
	 	Kreos Fixed Charge (IP) 	Means the second ranking fixed charge created under the Debenture - Fixed Charge (IP).
	 	 
	 	Kreos Floating Charge 	Means the second ranking floating charge created under the Debenture - Floating Charge.







			
		Ordinary Course of Business  	to the  extent  it  relates  to  Intellectual  Property,  includes  any
license agreement,  any sale agreement of products,  services or goods,
any  distribution,  resale  or  agent  agreement,  any  OEM or  similar
agreement,   any   manufacturing   agreement,   any  joint  development
agreement,  or any joint venture agreement in the context of any of the
above,  provided,  however,  that  an  agreement  that  constitutes  an
effective transfer,  or includes a potentially effective transfer, of a
significant  part  of  the  technology  of  the  Borrower  will  not be
regarded as in the Ordinary Course of Business.  By way of example,  an
exclusive,  perpetual,  worldwide  license for a core technology of the
Company or  Negevtech's  Inc. or an OEM agreement  according to which a
company was given an exclusive  right to use a core  technology for all
potential  applications of that technology  would not be regarded as in
the Ordinary Course of Business.  Any escrow agreement  entered into as
part of a transaction  which is in the Ordinary Course of Business will
be regarded as part of the Ordinary  Course of Business  provided that,
upon the  release  of the  escrow,  the  beneficiary  of the  escrow is
entitled  to  use  the  technology  of  the  Borrower  only  as  may be
necessary to fulfil the Company's or the Negevtech Inc.'s  undertakings
under such transaction.








	 		
	 		
	 		
	 		
	 		
	 	Plenus Group 	Means the lenders under the Loan Agreement as of October 11, 2005, namely: Plenus Technologies Ltd, Bank Leumi Le-Israel BM, Golden Gate Bridge Found LP, Plenus II LP and Plenus II (D.S.M.) LP.
	 	  
	 	Plenus Group Fixed Charge 	Means the first rank fixed charge created under that certain debenture fixed charge, by the Company, in favour of the Plenus Group on November 30, 2005.







3






	  		
	 	Plenus Group Floating Charge  	Means the first rank floating charge created under that certain debenture floating charge, by the Company, in favour of the Plenus Group on November 11, 2005.
	 	   
	 	Receiver  	A receiver, trustee, administrator, administrative receiver, custodian, conservator, special manager or other similar official appointed by or on application of the Creditor, pursuant to the terms of this Debenture.
	 	   
	 	Secured Liabilities  	As defined in Section 2.1.
	 	   
	 	Security Interest  	Any mortgage, pledge, lien, hypothecation, assignment by way of security, security interest or other charge or encumbrance over, of or in the relevant property.
	 	   
	 	Venture Loan Agreement  	As defined in the First Recital.
	 		








	 	1.2	Words
and defined terms denoting the singular number include the plural and vice versa and the
use of any gender shall be applicable to all genders. 






	 	       1.3 	The
paragraph  headings are for the sake of  convenience  only and shall not affect the
 interpretation                 of this Debenture.






	 	1.4	The
recitals, schedules, appendices, annexes and exhibits hereto form an integral part of
this Debenture. 






	2.  	PURPOSE  






	 	2.1 	Secured
Liabilities 






	 	
The
Security Interests created by this Debenture are created to secure the full and punctual
payment and performance of all the Company’s obligations pursuant to the Venture
Loan Agreement together with all expenses and other amounts due or to become due from the
Company under the terms of this Debenture including, without limitation, reasonable legal
fees, the fees and costs of any Receiver and any other costs incurred in realizing the
Security Interests granted hereunder (all such amounts, the “Secured Liabilities”). 






	 	2.2 	Prepayment










	 	
Except
as expressly set forth in Section 4.4 of the Venture Loan Agreement or any other
provisions thereof: (i) the Company shall not be entitled to discharge any amount of the
Secured Liabilities prior to the agreed date for payment thereof; and (ii) neither the
Company nor any third party having a right liable to be affected by the charges hereby
created or the realisation thereof shall have any right under Section 13(b) of the Pledge
Law, 5727-1967 or any other statutory provisions in substitution therefor. 






4







	3.  	SECURITY  






	 	3.1 	Creation
of Fixed Charge 






	 	
As
security for the full and punctual payment or performance when due (whether at stated
maturity, acceleration or otherwise) of the Secured Liabilities by the Company, the
Company hereby, absolutely and unconditionally charges in favour of the Creditor by way
ofsecond ranking fixed charge: 






	 	(a) 	the
specific intellectual property of the Company listed in Schedule 1 hereto; (the “Charged
IP”)  






	 	(b) 	to
the extent not included in the foregoing, all present and future rights to
          compensation, indemnity, insurance proceeds, warranty or guaranty accruing to
          the Company by reason of the loss of, damage to or expropriation of, or any
          other event or circumstance with respect to, such Charged IP and all proceeds,
          products and benefits deriving from such Charged IP (including, without
          limitation, those received upon any collection, exchange, sale or other
          disposition of such Charged IP and any property into which such Charged IP are
          converted, whether cash or non-cash but excluding revenues or income resulting,
          directly or indirectly from the use of such Charged IP in the ordinary course
of           business) (Sections 3.1(a) and (b), collectively, the “Charged
          Assets”).  






	 	
In
addition, to the extent required by applicable law to create and perfect a second ranking
fixed charge over the Charged Assets specified in paragraph (b) above, the Company also
assigns such Charged Assets to the Creditor by way of second ranking fixed charge. . 






	 	
In
particular, the Company hereby assigns to and in favour of the Creditor by way of second
ranking fixed charge (and each of the following shall be deemed to be expressly included
in paragraph (b) above): 






	 	(i) 	all
present and future rights, claims and remedies of the Company under and in
          respect of the Insurances (if any) and any monies paid or payable pursuant
          thereto whether held in or for the benefit of any trust or other account
          relative thereto or otherwise;  






	 	(ii) 	all
of the present and future rights, claims and remedies of the Company under           and
deriving from the Property Tax and Compensation Fund Law, 5721-1961 as in           force
from or at any relevant time, and under any other applicable law arising           in
connection with the Charged Assets;  






	 	(iii) 	all
present and future rights to compensation, indemnity, warranty or guaranty
          accruing to the Company by reason of the loss of, damage to or expropriation
of,           or any other event or circumstance with respect to, the Charged Assets.  






5







	 	3.2 	Second
Ranking 






	 	
The
Company specifically acknowledges that all of the Security Interests created by the
Company under Section 3 (Security) of this Debenture shall rank in priority to any other
Security Interests created by the Company over the Charged Assets, other than Plenus
Group Fixed Charge and Bank leumi Fixed Charge.. 






	4.  	PRESERVATION
OF SECURITY  






	 	4.1 	Continuing
Security 






	 	
The
Company declares and agrees that:  






	 	(a) 	the
Security Interests created by this Debenture shall remain in force as
          continuing security for the payment and discharge of the Secured Liabilities
and           shall remain in force notwithstanding any other act, event or matter
whatsoever,           and, subject to Section 4.4, shall be released and discharged only
upon the           execution by the Creditor of a written release of the Security
Interests created           by this Debenture;  






	 	(b) 	the
Security Interests created and the powers conferred by this Debenture are           in
addition to, and are not in any way prejudiced or affected by, any other
          agreement between the Company and the Creditor; and  






	 	(c) 	the
Creditor will not be bound to enforce any other Security Interests before
          enforcing the Security Interests created by this Debenture.  






	 	4.2 	Nature
of Security Interests 






	 	
All
Security Interests that have been or may be created in favour of the Creditor for payment
and performance of the Secured Liabilities shall be independent of one another. 






	 	
For
the avoidance of doubt, it is hereby clarified that this Debenture is in addition to the
Debenture – Floating Charge (and in no manner in lieu thereof or replacement
thereto), and in addition to the Debenture – Fixed Charged (and in no manner in lieu
thereof or replacement thereto), and each of this Debenture, the Debenture – Floating
Charge and the Debenture – Fixed Charge shall independently serve as aforesaid to
secure the Secured Liabilities in their entirety. Without derogating from the generality
of the foregoing or from any other right of the Creditor, the Creditor shall have the
right to act on this Debenture, on the Debenture – Floating Charge, or on the
Debenture Fixed Charged or on all three, in each case in connection with the Security
Interest created by each (including, without limitation, with respect to any and all
assets, properties and rights subject to both this Debenture and the Debenture- Floating
Charge); and no action or omission relating to any such Security Interest shall prevent
or estop the Creditor from invoking such other Security Interest, at the same time or
subsequently. 






6








	 	4.3 	Liability
of the Company; Security Interest Absolute 






	 	(a) 	The
Company is a principal debtor and the Charged Assets are a principal           security
for the Secured Liabilities and, without prejudice to the foregoing,           none of
the rights of the Creditor, the Security Interests created hereunder or           the
liabilities or obligations of the Company or any third party, shall           be
impaired or discharged by (without limitation):  






	 	(i) 	the
Creditor releasing any of the Charged Assets or granting any time or any
          indulgence whatsoever to or making any settlement, composition or arrangement
          with any third party;  






	 	(ii) 	the
Creditor asserting or pursuing, failing or neglecting to assert or pursue,           or
delaying in asserting or pursuing, or waiving, any of its rights or remedies
          against the Company or any third party arising under or by virtue of this
          Debenture or otherwise;  






	 	(iii) 	the
Creditor making any variation, amendment or supplement to this Debenture,           any
agreement between the Creditor and the Company or any third party or any           other
document or instrument from time to time entered into between the Company           or
any third party and the Creditor;  






	 	(iv) 	any
change in the time, manner, place of payment or any other term or condition           of
the Secured Liabilities, or any other amendment or waiver of or under any
          agreement between the Creditor and the Company, the Charged Assets or any
          document related thereto;  






	 	(v) 	the
non-perfection of any Security Interest or any release, waiver or amendment
          from any guaranty for all or part of the Secured Liabilities;  






	 	(vi) 	the
Creditor taking, accepting, varying, dealing with, enforcing, abstaining           from
enforcing, surrendering, exchanging or releasing any Security Interest in
          relation to the Company or any third party in such manner as any of them thinks
          fit, or claiming, proving for, accepting or transferring any payment in respect
          of the Secured Liabilities or the liabilities of any other third party in any
          composition by, or winding up of, any such party and/or any third party, or
          abstaining from so claiming, proving, accepting or transferring;  






	 	(vii) 	any
lack of enforceability of any or all of any agreement between the Creditor           and
the Company, the Secured Liabilities, any security therefore or any           agreement
or document relating thereto; or  






	 	(viii) 	to
the fullest extent permitted by applicable law, any other circumstance that
          could otherwise constitute a defence to or discharge of the Company or any
third           party, other than the payment and performance in full of the Secured
          Liabilities.  






7







	 	(b) 	Notwithstanding
anything to the contrary contained in this Debenture, the           Company will remain
liable to observe and perform all of the conditions and           obligations relating to
or constituting the Secured Liabilities or the Charged           Assets and neither the
Creditor nor any Receiver will be under any obligation or           liability with
respect to the Secured Liabilities or the Charged Assets by           reason of or
arising out of this Debenture. Neither the Creditor nor any           Receiver will be
required in any manner to perform or fulfil any of the           obligations of the
Company in respect of the Secured Liabilities or the Charged           Assets, or to make
any payment, or to make any enquiry as to the nature or           sufficiency of any
payment received by it, or to present or file any claim or           take any action or
to collect any amount or enforce any right or remedy           hereunder.  






	 	(c) 	The
exercise by the Creditor of any of the rights or remedies hereunder shall           not
release the Company from any of its liabilities or obligations under any
          agreement between the Creditor and the Company unless the Secured Liabilities
          have been undisputedly satisfied in full as a result of such exercise by the
          Creditor of any of the rights or remedies hereunder; for the avoidance of
doubt,           the application of the Charged Assets to satisfy part of the Secured
Liabilities           shall not release the Company from its obligation to pay and
perform the Secured           Liabilities in full.  






	 	4.4 	Avoidance
of Payments 






	 	
To
the extent that the Company or any third party on behalf of the Company makes a payment
or payments to the Creditor, or the Creditor enforces any Security Interest or exercises
any right of set-off and such payment or payments or the proceeds of such enforcement or
set-off or any part thereof are subsequently avoided or set aside, declared to be
fraudulent or preferential or required to be repaid or refunded or reduced by virtue of
any applicable law relating to bankruptcy, insolvency, administration, receivership,
liquidation or similar proceedings, the Secured Liabilities or any part thereof
originally intended to be satisfied, and this Debenture and all Security Interests,
rights and remedies therefore shall be revived and continued in full force and effect as
if such payment or payments had not been made or such enforcement or set-off had not
occurred. 






	5.  	REPRESENTATIONS
AND WARRANTIES  






	 	
The
Company hereby represents and warrants as follows:  






	 	5.1	It
is duly incorporated and validly existing under the laws of the State of Israel, with
power and authority to own assets and to carry on its business as now being conducted. 






	 	5.2	It
is duly and validly registered with the Israeli Registrar of Companies, with company
number 51-163426-3. 






	 	5.3	It
has the power to enter into and perform, and has taken all necessary action to authorise
the entry into, performance and delivery of, this Debenture and the transactions
contemplated hereby. 






	 	5.4	All
corporate action on the part of the Company, its directors, and its shareholders
necessary for the authorisation, execution and delivery of the Debenture and the
performance of all of its obligations hereunder have been taken. 






8







	 	       5.5 	This
Debenture  constitutes its legal, valid and binding obligation  enforceable in accordance
with its                 terms.






	 	5.6	All
authorisations required in connection with the entry into, performance, validity and
enforceability of this Debenture and the transactions contemplated hereby have been
obtained or effected and are in full force and effect and no steps have been taken to
revoke or cancel any authorisation obtained or effected. 






	 	5.7	The
Security Interests created hereby constitute a legal, valid and binding, first ranking
fixed charge over the Charged Assets, enforceable in accordance with the terms hereof.
This Debenture confers the Security Interests it purports to confer over all of the
Charged Assets and those Security Interests: 






	 	(a) 	are
not subject to any senior, pari passu, junior or subordinated Security
          Interests (other than (i) any lien arising by operation of law in the ordinary
          course of business; (ii) the Kreos Floating Charge; (iii) the Bank Leumi
          Floating Charge; (iv) the Plenus Group Floating Charge; (v) the Bank Leumi
Fixed           Charge; and (vi) the Plenus Group Fixed Charge.  






	 	(b) 	are
not liable to avoidance, due to (i) bankruptcy, winding-up, creditors’          arrangement
or any other similar insolvency proceedings for the reorganisation           of the
affairs of the Company or (ii) any other similar act or circumstance of           the
Company on the date of execution of this Debenture.  






	 	5.8 	It
has good and marketable title to the Charged Assets, free and clear of any Security
Interests, except for: (i) the Kreos Floating Charge; (ii) the Plenus Group Floating
Charge; (iii) the Bank Leumi Floating Charge; (iv) the Bank Leumi Fixed Charge; and (v)
the Plenus Group Fixed Charge. (With the above five exceptions, the Charged Assets are
not affected by any restriction or condition relating to the transfer of ownership
therein or to the mortgage, pledge or charge thereof under any agreement whatsoever).






	6.  	UNDERTAKINGS  






	 	
The
Company hereby undertakes as follows:  






	 	6.1	It
shall not sell, convey, transfer, grant or lease or otherwise dispose of (or agree to do
any of the foregoing at any future time) any Charged Asset. except, in the Ordinary
Course of Business. 






	 	6.2	It
shall not create or permit to subsist any Security Interest on (or agree to do any of the
foregoing at any future time) any of the Charged Assets (whether ranking in priority or
parity to or after the Security Interests created hereby), except for (i) the Kreos
Floating Charge; (ii) the Plenus Group Floating Charge; (iii) the Bank Leumi Fixed
Charge; and (iv) the Plenus Group Fixed Charge. 






	 	6.3	It
shall defend the Charged Assets or cause the Charged Assets to be defended against, and
shall take, at its expense, any reasonable action necessary to remove any Security
Interest over the Charged Assets (except with regard to the charges specified in Section
5.8 ), and shall defend the right, title and interest of the Creditor in and to any
Charged Asset against the claims and demands of all other persons. 






9







	 	6.5	It
will not take any action which could prejudice or damage the Charged Assets or the
enforceability of the Security Interests created hereunder. 






	 	6.6	It
shall deposit with the Creditor all copies of certificates and other documents of title
or evidence of ownership in the Charged Assets and all ancillary documents relating to or
affecting the Charged Assets as the Creditor may from time to time specify. 






	 	6.7	The
Company shall, forthwith upon the Creditor’s first demand, furnish the Creditor with
any licence, confirmation, certificate, receipt or other document which, in the opinion
of the Creditor, is required or necessary for purpose of proof of compliance by the
Company with its obligations under this Section 6. 






	 	6.8	Without
derogating from the rights of the Creditor, the Company shall notify the Creditor of any
default under this Debenture (and the steps, if any, being taken to remedy it) promptly
upon it becoming aware of the occurrence thereof. In particular, the Company shall: 






	 	(a) 	notify
the Creditor immediately of the occurrence of any seizure, requisition,
          expropriation or forfeiture of the Charged Assets or any part thereof;  






	 	(b) 	notify
the Creditor immediately of the imposition of any attachment or the           issue of
any execution proceedings or of any application for the appointment of           a
receiver, trustee, administrator, administrative receiver, custodian,
          conservator, special manager or other similar official (whether interim or
          permanent) over or with respect to the Charged Assets or any part thereof and
          shall immediately notify the authorities that levied such attachment or issued
          such execution proceedings or received the application for the appointment of
          such receiver, trustee, administrator, administrative receiver, custodian,
          conservator, special manager or other similar official and any third party who
          initiated or applied for such action, of this Debenture in favour of the
          Creditor, and forthwith to take, at the expense of the Company, all steps
          necessary for the discharge of such attachment, execution proceedings or
          appointment, as the case may be.  






	 	6.9	The
Company shall, forthwith following the execution of this Debenture, register the Security
Interests created by this Debenture with the Israeli Registrar of Companies and any other
necessary registry and perfect such registration within 14 days from the date hereof and
shall deliver to the Creditor original certificates of registration of such Security
Interests. 






	 	6.10	For
the avoidance of doubt, and notwithstanding anything to the contrary herein, it is hereby
clarified that with respect to any and all of the assets, properties and rights of the
Company which are, or which may in the future be, subject to the charge under the
Debenture – Floating Charge, and under the Debenture Fixed Charge, the Company is,
and shall be subject to the terms, conditions, limitations and restrictions contained in
the Debenture – Floating Charge and in the Debenture Fixed Charge in addition to
those contained herein 






10







	7.  	RIGHTS
OF THE CREDITOR  






	 	7.1 	Creditor’s
Right to Perform 






	 	
Without
derogating from the rights of the Creditor to realize the Security Interests granted
hereunder, if the Company for any reason whatsoever fails to duly and punctually observe
or perform or comply with any of its obligations under this Debenture, including under
Section 6, the Creditor shall, after giving written notice to the Company, have the
power, on behalf of or in the name of the Company or otherwise, to perform the
obligations and to take any steps which the Creditor may, in its absolute discretion,
consider appropriate with a view to remedying, or mitigating the consequences of the
failure, but without in any way becoming liable therefor and provided that the exercise
of this power, or the failure to exercise it, shall in no circumstances prejudice the
Creditor’s rights hereunder. 






	 	7.2 	Set-Off







	 	
The
Creditor may, at any time, set off any sum, whether in Israeli currency or in foreign
currency, as the case may be, due or owing to the Company from the Creditor in any
account, manner or circumstance whatsoever, against the Secured Liabilities, in whole or
in part. In no event and under no circumstances may the Company set off any sum that may
be due or owing to the Company from the Creditor in any account, manner or circumstance
whatsoever, against the Secured Liabilities, in whole or in part. 






	8.  	DEFAULT
AND ENFORCEMENT  






	 	8.1 	Events
of Default 






	 	
The
occurrence of any of the following events shall constitute an Event of Default:  






	 	(a) 	the
preconditions set out in Clause 2.5 of the Venture Loan Agreement are not
               satisfactorily accomplished within forty five (45) days of signature of
the                Venture Loan Agreement unless the period for satisfactory
accomplishment is                extended pursuant to and in accordance with Clause 3.2
of the Venture Loan                Agreement; or  






	 	(b) 	the
Company fails to pay when due and payable or (if so payable) on demand any
               sum payable under the Venture Loan Agreement or the Security Documents or
under                any document relating to the Security Documents provided however
that such                failure to pay shall not constitute an Event of Default if such
failure has been                rectified within five (5) Business Days after the
Creditor has advised the                Company of such non-payment; or  






	 	(c) 	any
other breach by the Company occurs of any provision of the Venture Loan
               Agreement or the Security Documents (other than a breach covered by this
section                8.1) unless: (i) the Creditor notifies the Company in writing that
it is                satisfied that the breach has not put any of the Security for the
Loan                immediately at risk and that it considers that the breach is capable
of remedy;                and (ii) within ten (10) Business Days after the Creditor
serves on the Company                a notice of default under the Venture Loan
Agreement, or such longer period as                the Creditor may specify in such
notice, the Company remedies the breach to the                satisfaction of the
Creditor; or  






11








	 	(d) 	any
representation, warranty or statement made by, or by an officer of, the
               Company in the Venture Loan Agreement or the Security Documents or in a
Drawdown                Notice or any other notice or document relating to the Venture
Loan Agreement or                any other Security Document is untrue or misleading in
any material respect when                it is made in a manner that adversely affect the
Charged Assets; or  






	 	(e) 	financial
indebtedness of the Company in an amount of at least US$250,000 is not
               paid when due as a consequence of a default with respect thereto or any
Security                Interest over any assets of the Company is lawfully enforced; or  






	 	(f) 	any
order shall be made by any competent court or any resolution shall be passed
               by the Company for the appointment of a liquidator, administrator or
receiver                of, or for the winding up of, the Company and, in any such case,
such order or                resolution is not set aside, cancelled or revoked within
thirty (30) Business                Days after being made or passed and is contested by
the Company, within fifteen                (15) days in good faith in circumstances where
the sum of money owed is fully                covered by reserves; or  






	 	(g) 	an
encumbrancer takes possession of or a receiver is appointed over the whole
               or, in the opinion of the Creditor, any material part of, the assets of
the                Company or a distress, execution or other process is levied or
enforced upon or                sued out against the whole or a material part of the
assets of the Company and,                in any such case, if such procedure is not
terminated within thirty (30)                Business Days after commencement and is
contested by the Company within fifteen                (15) days in good faith in
circumstances where the sum of money owed is fully                covered by reserves; or  






	 	(h) 	the
Company shall stop payment or shall be unable to, or shall admit inability
               to, pay its debts as they fall due, or shall be adjudicated or found
bankrupt or                insolvent, or shall enter into any composition or other
arrangement with its                creditors generally; or  






	 	(i) 	any
event shall occur which under the law of any jurisdiction to which the
               Company is subject has an effect equivalent or similar to any of the
events                referred to in Clause 8.1.6, 8.1.7 or 8.1.8 of the Venture Loan
Agreement; or  






	 	(j) 	the
Company ceases or suspends carrying on its business or a material part of
               its business; or  






	 	(k) 	it
becomes unlawful or impossible (i) for the Company to discharge any liability
               under the Venture Loan Agreement or to comply with any other material
obligation                under the Venture Loan Agreement or the Security Documents, or
(ii) for the                Creditor to exercise or enforce any right under, or to
enforce any Security                Interest created by the Venture Loan Agreement or the
Security Documents; or  






12








	 	(l) 	any
material provision of the Venture Loan Agreement or the Security Documents
               proves to have been or becomes invalid or unenforceable, or a Security
Interest                created by the Security Documents proves to have been or becomes
invalid or                unenforceable or such a Security Interest proves to have ranked
after, or loses                its priority under the Venture Loan Agreement and \or the
Security Documents (to                the extent such priority applies under the Venture
Loan agreement and \or the                Security Documents) to, another Security
Interest or any other third party claim                or interest, provided however that
if the Company proposes replacement security                which the Creditor accepts,
and such replacement security is constituted in a                manner acceptable to the
Creditor within such period of time as the Creditor may                require, such
event shall cease to constitute an Event of Default; or  






	 	(m) 	the
security constituted by the Security Documents is in any way materially
               imperilled or in jeopardy (including by way of decrease in market value
below a                normal depreciation, but excluding depreciation madein
accordance                with US GAAP) provided however that if the Company proposes
replacement security                which the Creditor accepts, and such replacement
security is constituted in a                manner acceptable to the Creditor within such
period of time as the Creditor may                require, such event shall cease to
constitute an Event of Default; or  






	 	(n) 	any
other event (whether related or not) occurs (including, without limitation,
               a material adverse change, from the position applicable as at the date of
the                Venture Loan Agreement) in the business affairs or condition
(financial or                otherwise) of the Company), the effect of which is to
materially imperil, delay                or prevent the due fulfilment by the Company of
any of its obligations or                undertakings in the Venture Loan Agreement or
the Security Documents; or  






	 	(o) 	any
event of default (howsoever described) specified in any loan agreement or
               security document signed by the Company and underlying (i) the Bank Leumi
               Floating Charge; (ii) the Plenus Group Floating charge.; (iii) the Bank
Leumi                Fixed Charge; and (iv) the Plenus Group Fixed Charge.  






	 	8.2 	Creditor’s
Powers 






	 	(a) 	On
the occurrence of an Event of Default, the Creditor shall be entitled to
          declare any or all of the Secured Liabilities immediately due and payable.  






	 	(b) 	On
and at any time after the occurrence of an Event of Default, the Creditor           shall
also be entitled to take all such steps as it sees fit to collect the           Secured
Liabilities from the Company and, in addition thereto, without prejudice           to any
and all of its other rights, to realise the Charged Assets, whether by           the
application for the appointment of a Receiver or whether by any other method
          the Creditor shall see fit.  






	 	(c) 	The
Creditor shall be entitled, in any proceedings concerning the bankruptcy,
          liquidation, winding up or receivership (or similar proceedings) of the
Company,           to:  







13







	 	(i) 	demand,
claim, collect and enforce and prove the Secured Liabilities and give
          acquittance thereunder;  






	 	(ii) 	file
any claims and proofs, give receipts and take all such proceedings and do           all
such things as the Creditor sees fit to recover the Secured Liabilities; and  






	 	(iii) 	receive
all distributions on and payments with respect to the Secured           Liabilities.  






	 	(d) 	The
Creditor shall have all powers that it may, in its full discretion,           determine
to be desirable or necessary to preserve the Charged Assets and the           Security
Interests created hereby and to take all such steps for such purpose at           the
Company’s expense.  






	 	8.3 	Receiver







	 	(a) 	The
Receiver shall have all powers conferred by applicable law, including,           without
limitation, the power:  






	 	(i) 	to
receive into his hands the Charged Assets and to take possession thereof;  






	 	(ii) 	to
require the Company to deliver or otherwise make available such of the           Charged
Assets as the Receiver may demand, and without the consent of the           Company,
enter into any premises of the Company or any place where the Charged           Assets
are located and take possession of any of the Charged Assets;  






	 	(iii) 	to
manage the Company’s business or participate in the management thereof           as
he may see fit;  






	 	(iv) 	to
sell or agree to the sale of the Charged Assets, in whole or in part, or to
          transfer the same in any other manner upon such conditions as he may see fit;  






	 	(v) 	to
exercise any right charged or pledged hereunder in the same manner in which           the
Company was entitled to exercise such right in accordance with the terms of
          Section 20 of the Pledge Law, 5727-1967;  






	 	(vi) 	to
employ accountants, lawyers, surveyors, engineers, quantity surveyors,
          contractors, workmen and others and to purchase or hire materials, tools,
          equipment or supplies;  






	 	(viii) 	to
do any other act or thing which the Receiver considers to be incidental or
          conducive to the exercise of any other right exercisable by him; and  






	 	(ix) 	to
make any other arrangement with respect to the Charged Assets or any part
          thereof as he may see fit.  






14







	 	(b) 	Should
the payment date of the Secured Liabilities or any part thereof not yet           have
fallen due at the time of the sale of the Charged Assets, or the Secured
          Liabilities be due to the Creditor or Receiver on a contingent basis only, then
          the Creditor or Receiver shall be entitled to recover out of the proceeds of
the           sale an amount sufficient to cover the Secured Liabilities (or such part
          thereof) and the amount so recovered and yet to be appropriated to the
discharge           of the amounts due shall be charged to the Creditor or Receiver as
security for,           and be held by the Creditor or Receiver until the discharge in
full of, the           Secured Liabilities.  






	 	(c) 	The
Receiver will be the agent of the Company and the Company alone shall be
          responsible for the acts and omissions of the Receiver and for the
          Receiver’s remuneration. In no event shall the Creditor be responsible for
          the acts and omissions of the Receiver or for the Receiver’s remuneration,
          subject to any applicable law.  






	9.  	DISTRIBUTION
OF PROCEEDS  






	 	
All
moneys and other assets arising from the exercise of the powers of the Receiver or the
Creditor or otherwise received by the Creditor or the Receiver from the realisation of
any Charged Asset shall be applied as follows: 






	 	(a) 	in
payment of the expenses incurred as a result of such realisation (including
               the appointment and remuneration of the Receiver); 






	 	(b) 	in
payment of all other expenses, interest and default interest (if any),
               linkage differentials and any other amounts due and payable by the Company
to                the Creditor and which have not been paid; and 






	 	(c) 	in
payment of all principal sums due and payable by the Company to the Creditor
               and which have not been paid. 






	10.  	FURTHER
ACTION  






	 	
The
Company further covenants with the Creditor from time to time upon demand to execute, at
the Company ‘s own cost, any document or do any reasonable act or thing which: 






	 	(a) 	in
the reasonable determination of the Creditor is necessary to create, perfect,
               register or give effect to any pledge, charge, assignment or Security
Interest                created or intended to be created by this Debenture; 






	 	(b) 	in
the reasonable determination of the Creditor is necessary to preserve or
               protect any of the rights of the Creditor; or 






	 	(c) 	the
Creditor or the Receiver may reasonably specify with a view to facilitating
               the exercise, or the proposed exercise, of any of their powers or the
               protection, management or realisation of the Charged Assets upon the
occurrence                and during the continuance of an Event of Default, 






15







	 	
and
in the event the Company fails to take any such action within such reasonable time, but
in any event within not more than seven (7) Business Days following receipt of a written
request thereof as requested by the Receiver in such notice, the Creditor may, and the
Company hereby appoints the Creditor as its attorney-in-fact to, execute, at the Company’s
expense, any such document or do any such act or thing, in the name and on behalf of the
Company. 






	11.  	PROTECTION
OF CREDITOR AND RECEIVER  






	 	(a) 	Other
than with respect to fraud, or intentional act or omission, neither the
               Creditor nor the Receiver, nor any of their respective agents, managers,
               officers, directors, employees, delegates, and advisers shall be liable
for any                claim, demand, liability, loss, damage, cost or expense which
arises out of the                exercise or the attempted or purported exercise or the
failure to exercise any                of their respective rights, powers and discretions
under this Debenture. 






	 	(b) 	Neither
the Creditor nor any Receiver, nor any of their respective agents,
               managers, officers, directors, employees, delegates, and advisers shall be
under                any duty to exercise any of their respective rights, powers and
discretions                under this Debenture. 






	 	(c) 	To
the extent permitted by applicable law, the Company hereby waives any
               requirements with respect to notice, form or the terms of the exercise by
the                Creditor, the Receiver, or any of their respective agents, managers,
officers,                directors, employees, delegates, and advisers of their
respective rights, powers                and discretions under this Debenture. 






	12.  	INDEMNITY  






	 	12.1	The
Company shall forthwith on demand indemnify each of the Creditor and the Receiver (as
well as any subsidiaries or affiliates of the Creditor or the Receiver) and their
respective officers, directors, agents, managers, servants and employees (the “Indemnified
Persons”) against any loss, expense or liability incurred as a consequence of: 






	 	(a) 	anything
done or purported to be done by or on behalf of the Creditor or the           Receiver
under this Debenture or any other document as a result of any failure           by the
Company to comply with its obligations hereunder;  






	 	(b) 	any
payment in respect of the Secured Liabilities (whether made by the Company           or a
third person) being impaired or declared void for any reason whatsoever;  






	 	(c) 	the
exercise, or attempted or purported exercise, or the consideration of the
          exercise, by or on behalf of the Creditor or the Receiver of any of the rights
          or powers of the Creditor or of the Receiver or any other action taken by or on
          behalf of the Creditor or the Receiver with a view to or in connection with the
          recovery by the Creditor or Receiver of the Secured Liabilities from the
Company           or any other person; or  






16







	 	(d) 	the
carrying out of any other act or matter which the Creditor or the Receiver           or
any other person on behalf of either of them may consider to be necessary for
          the preservation of the Charged Assets,  






	 	
provided
that the Company shall not be obliged to indemnify an Indemnified Person for any loss,
expense or liability incurred solely as a consequence of the fraud or intentional act or
omission of such Indemnified Person.  






	 	12.2	Any
amount payable under Section 12.1 shall bear interest at the annual rate of 13% for the
period commencing from the date on which the Company should have paid such amount until
the date of actual payment of the same; such interest shall form part of the Secured
Liabilities. 






	13.  	COSTS
AND EXPENSES  






	 	13.1	The
Company shall pay all filing fees payable in respect of this Debenture or the
transactions contemplated hereby. 






	 	13.2	All
the fees, costs and expenses incurred by the Creditor or any Receiver in connection with
the preparation, registration, perfecting or enforcement of this Debenture and
realization of the Charged Assets shall be paid by the Company to the Creditor on its
first demand and shall form part of the Secured Liabilities. 






	14.  	ASSIGNMENT  






	 	14.1	This
Debenture shall be binding upon and inure to the benefit of each party hereto and its
permitted successors and assigns. 






	 	       14.2 	The
Company  may not assign or transfer  all or any part of its rights  and/or  obligations
 under this                 Debenture.






	 	14.3	The
Creditor and all those claiming under it shall be entitled, at all times, to assign to
others their rights under this Debenture, together with their rights under the Venture
Loan Agreement pursuant and subject to the provisions of Section 13.5 of the Venture Loan
Agreement, without the necessity of obtaining the Company’s consent thereto. 






	15.  	MISCELLANEOUS  






	 	15.1 	Communications







	 	
All
notices or other communications hereunder shall be in writing and shall be given in
person, by registered mail (registered international air mail if mailed internationally),
by an overnight courier service which obtains a receipt to evidence delivery, or by
facsimile transmission (provided that written electronic confirmation of receipt is
provided) with a copy by mail, addressed as set forth below:  






17







	 		
	 		
	 		
	 		
	 		
	 	If to the Company:	NEGEVTECH Ltd.






12 Hamada St.

Rehovot, Israel 76703




	 	
Attention:
Oz Desheh  







Telephone: (+972)-8-931-2222



Facsimile: (+972)-8-936-6051



With a copy to:



Tulchinsky Stern Marciano, Ben Zur, Cohen & Co.

Museum Tower

4 Berkowitz Street

Tel Aviv 64238, Israel

Attention: David Cohen, Adv.

Telephone: (+972)-3-607 5000

Facsimile: (+972)-3-607 5050



	 		
	 		
	 		
	 		
	 		
	 	If to the Creditor:	Kreos Capital II Limited

47 Esplanade, St Helier, Jersey

Fax: +44 1534 889 884

Attn: The Directors



with a copy to:


Sharir, Shiv, Kadouch & Co., Law Offices

3 Azrieli Center

Tel Aviv 67023, Israel

Fax: +972 3 607 4778

Attn: Emmanuel Kadouch, Adv.








	 	
or
such other address as any party may designate to the other in accordance with the
aforesaid procedure. All communications delivered in person or by courier service shall
be deemed to have been given upon delivery, those given by facsimile transmission shall
be deemed given on the business day following transmission with confirmed answer back,
and all notices and other communications sent by registered mail (or air mail if the
posting is international) shall be deemed given ten (10) days after posting. 






	 	15.2 	Delays
or Omissions; Waiver 






	 	
The
rights of the Creditor may be waived only in writing and specifically; the conduct of the
Creditor shall not be deemed a waiver of any of its rights pursuant to this Debenture
and/or as a waiver or consent on its part as to any breach or failure to meet any of the
terms of this Debenture or as an amendment hereto. A waiver by the Creditor in respect of
a breach by the Company of its obligations shall not be construed as a justification or
excuse for a further breach of its obligations. 






18







	 	
No
delay or omission to exercise any right, power, or remedy accruing to the Creditor upon
any breach or default by the Company shall impair any such right or remedy nor shall it
be construed to be a waiver of any such breach or default, or any acquiescence therein or
in any similar breach or default thereafter occurring. 






	 	
The
rights of the Creditor hereunder may be exercised as often as necessary and are
cumulative and not exclusive of its rights under the general law. 






	 	15.3 	Amendments







	 	
Any
term of this Debenture may be amended or modified only by a written document signed by
the Company and the Creditor. 






	 	15.4 	Realization
of IP 






	 	
The
realization of any of the Company’s Intellectual Property that was created or
developed with the aid of, grants received by or under any benefit plan of the Chief
Scientist of the Ministry of Trade, Industry and Labor, under this Debenture shall be
made in accordance with the Law for the Encouragement of Research and Development in the
Industry – 1984, as may be amended from time to time. 






	 	15.5 	
Entire Agreement 






	 	
This
Debenture together with the Debenture – Floating Charge, the Debenture Fixed Charge
and the Venture Loan Agreement, all as may be amended and/or supplemented from time to
time, contain the entire understanding of the parties with respect to their subject
matter and all prior negotiations, discussions, agreements, commitments and
understandings between them with respect thereto not expressly contained herein shall be
null and void in their entirety, effective immediately with no further action required. 






	 	15.6 	Severability







	 	
If
a provision of this Debenture is or becomes illegal, invalid or unenforceable in any
jurisdiction, that shall not affect the validity or enforceability in that jurisdiction
of any other provision hereof or the validity or enforceability in other jurisdictions of
that or any other provision hereof. 






	 	
Where
provisions of any applicable law resulting in such illegality, invalidity or
unenforceability may be waived, they are hereby waived by each party to the full extent
permitted so that this Debenture shall be deemed valid and binding agreements, in each
case enforceable in accordance with its terms. 






	 	15.7 	Counterparts,
Facsimile Signatures 






	 	
This
Debenture may be executed in any number of counterparts, and this has the same effect as
if the signatures on the counterparts were on a single copy of the Debenture. A signed
Debenture received by a party hereto via facsimile will be deemed an original, and
binding upon the party who signed it. 






19








	 	15.8 	Governing
Law and Venue 






	 	
This
Debenture shall be governed by and construed in accordance with the laws of the State of
Israel, without giving effect to the principles thereof relating to conflict of laws. The
competent courts of the city of Tel Aviv-Jaffa shall have exclusive jurisdiction to hear
all disputes arising in connection with this Debenture and no other courts shall have any
jurisdiction whatsoever in respect of such disputes. 






	 	15.9 	Further
Actions 






	 	
Each
of the parties hereto shall perform such further acts and execute such further documents
as may reasonably be necessary to carry out and give full effect to the provisions of
this Debenture and the intentions of the parties as reflected thereby. 






	 	15.10 	No
Third-Party Beneficiaries 






	 	
Nothing
in this Debenture shall create or confer upon any person or entity, other than the
parties hereto or their respective successors and permitted assigns, any rights,
remedies, obligations or liabilities, except as expressly provided herein. 






	 	       15.11 	VAT 






	 	
To
the extent that any amount payable under this Debenture is subject to VAT by law, the
party paying such amount shall pay the VAT against receipt of a duly issued VAT invoice. 






[rest of page
intentionally left blank] 



20








[Signature Page of
Debenture] 



IN WITNESS WHEREOF this Debenture has
been executed by the Parties, on the day and year first above written. 




	——————————————

NEGEVTECH Ltd.



By:



Title:	——————————————

Kreos Capital II Limited

By:

Title:







21








Schedule 1 



(i) copyrights, in each work of
authorship and derivative work and in the software and firmware related to the products
of the Company known as Negevtech 3100, Negevtech 3200, and Negevtech 3300 (collectively,
the “Products”); (ii) trademarksand trade names
of the Company used in connection with the Products; and (iii) the design of the
Products.  




Patents 




	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
NT file
  name

	
 

	
Family

	
 

	
Country

	
 

	
#

	
 

	
Official
  No.

	
 

	
Title

	
 

	
Prior
  date

	
 

	
Filing
  date

	
 

	
Issue
date

	
 

	
Status

	
 

	
Attorney

	
 

	
Attorney
  file name

	
 

	
Inventors


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
0001-US-01

	
 

	
1

	
 

	
.US

	
 

	
1

	
 

	
6,693,664

	
 

	
Method and system for fast on-line electro-optical
  detection of wafer defects

	
 

	
30/06/1999

	
 

	
18/06/2002

	
 

	
17/02/2004

	
 

	
Issued

	
 

	
STC

	
 

	
44623

	
 

	
Gad Neumann


	
0001-CN-01

	
 

	
1

	
 

	
CN

	
 

	
1

	
 

	
3100994.8

	
 

	
Method and system for fast on-line electro- optical
  detection of wafer defects

	
 

	
15/01/2003

	
 

	
15/01/2003

	
 

	
-

	
 

	
Pending

	
 

	
STC

	
 

	
47776

	
 

	
Gad Neumann


	
0001-EP-01

	
 

	
1

	
 

	
EP

	
 

	
1

	
 

	
EP1439385

	
 

	
Method and system for fast on-line electro- optical
  detection of wafer defects

	
 

	
15/01/2003

	
 

	
15/01/2003

	
 

	
-

	
 

	
Pending

	
 

	
STC

	
 

	
46509

	
 

	
Gad Neumann


	
0001-IL-01

	
 

	
1

	
 

	
IL

	
 

	
1

	
 

	
153977

	
 

	
Method and system for fast on-line electro- optical
  detection of wafer defects

	
 

	
15/01/2003

	
 

	
15/01/2003

	
 

	
05/07/2006

	
 

	
Issued

	
 

	
STC

	
 

	
47513

	
 

	
Gad Neumann


	
0001-JP-01

	
 

	
1

	
 

	
JP

	
 

	
1

	
 

	
2003-7400

	
 

	
Method and system for fast on-line electro- optical
  detection of wafer defects

	
 

	
15/01/2003

	
 

	
15/01/2003

	
 

	
-

	
 

	
Pending

	
 

	
STC

	
 

	
47606

	
 

	
Gad Neumann


	
0001-KR-01

	
 

	
1

	
 

	
KR

	
 

	
1

	
 

	
2003-2671

	
 

	
Method and system for fast on-line electro- optical
  detection of wafer defects

	
 

	
15/01/2003

	
 

	
15/01/2003

	
 

	
-

	
 

	
Pending

	
 

	
STC

	
 

	
47607

	
 

	
Gad Neumann


	
0001-TW_01

	
 

	
1

	
 

	
TW

	
 

	
1

	
 

	
92100777

	
 

	
Method and system for fast on-line electro- optical
  detection of wafer defects

	
 

	
15/01/2003

	
 

	
15/01/2003

	
 

	
11/11/2006

	
 

	
Issued

	
 

	
STC

	
 

	
46793

	
 

	
Gad Neumann


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	



	
0002-US-01

	
 

	
2

	
 

	
.US

	
 

	
1

	
 

	
10/345,097

	
 

	
System for detection of wafer defects

	
 

	
15/01/2003

	
 

	
15/01/2003

	
 

	
-

	
 

	
Pending

	
 

	
STC

	
 

	
44420

	
 

	
Dov Furman, Gad Neumann, Noam Dotan, Ram Segal, Shai
  Silberstein


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
0002-US-02

	
 

	
2

	
 

	
.US

	
 

	
2

	
 

	
11/476,342

	
 

	
System for detection of wafer defects

	
 

	
15/01/2003

	
 

	
28/06/2006

	
 

	
-

	
 

	
Pending

	
 

	
STC

	
 

	
55071

	
 

	
Dov Furman, Gad Neumann, Noam Dotan, Ram Segal, Shai
  Silberstein


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
0002-US-03

	
 

	
2

	
 

	
.US

	
 

	
3

	
 

	
11/476,356

	
 

	
System for detection of wafer defects

	
 

	
15/01/2003

	
 

	
28/06/2006

	
 

	
-

	
 

	
Closed

	
 

	
STC

	
 

	
55072

	
 

	
Dov Furman, Gad Neumann, Noam Dotan, Ram Segal, Shai
  Silberstein


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
0002-US-04

	
 

	
2

	
 

	
.US

	
 

	
4

	
 

	
11/476,358

	
 

	
System for detection of wafer defects

	
 

	
15/01/2003

	
 

	
28/06/2006

	
 

	
-

	
 

	
Pending

	
 

	
STC

	
 

	
55147

	
 

	
Dov Furman, Gad Neumann, Noam Dotan, Ram Segal, Shai
  Silberstein


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
0002-US-05

	
 

	
2

	
 

	
.US

	
 

	
5

	
 

	
11/476,322

	
 

	
System for detection of wafer defects

	
 

	
15/01/2003

	
 

	
28/06/2006

	
 

	
-

	
 

	
Pending

	
 

	
STC

	
 

	
55070

	
 

	
Dov Furman, Gad Neumann, Noam Dotan, Ram Segal, Shai
  Silberstein


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
0002-US-06

	
 

	
2

	
 

	
.US

	
 

	
6

	
 

	
11/524,684

	
 

	
System for detection of wafer defects

	
 

	
15/01/2003

	
 

	
21/09/2006

	
 

	
-

	
 

	
Pending

	
 

	
STC

	
 

	
55247

	
 

	
Dov Furman, Gad Neumann, Noam Dotan, Ram Segal, Shai
  Silberstein


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
0002-US-07

	
 

	
2

	
 

	
.US

	
 

	
7

	
 

	
7,180,586

	
 

	
System for detection of wafer defects

	
 

	
15/01/2003

	
 

	
23/12/2004

	
 

	
20/02/2007

	
 

	
Issued

	
 

	
STC

	
 

	
53751

	
 

	
Gad Neumann & Noam Dotan


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
0002-EP-01

	
 

	
2

	
 

	
EP

	
 

	
1

	
 

	
EP1606605

	
 

	
System for detection of wafer defects

	
 

	
15/01/2003

	
 

	
11/01/2004

	
 

	
-

	
 

	
Pending

	
 

	
STC

	
 

	
55062

	
 

	
Dov Furman, Gad Neumann, Noam Dotan, Ram Segal, Shai
  Silberstein


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
0002-KR-01

	
 

	
2

	
 

	
KR

	
 

	
1

	
 

	
2005-7013165

	
 

	
System for detection of wafer defects

	
 

	
15/01/2003

	
 

	
15/07/2005

	
 

	
-

	
 

	
Pending

	
 

	
STC

	
 

	
55065

	
 

	
Gad Neumann


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
0002-TW-01

	
 

	
2

	
 

	
TW

	
 

	
1

	
 

	
93191021

	
 

	
System for detection of wafer defects

	
 

	
15/01/2003

	
 

	
11/01/2004

	
 

	
-

	
 

	
Pending

	
 

	
STC

	
 

	
50533

	
 

	
Dov Furman, Gad Neumann, Noam Dotan, Ram Segal, Shai
  Silberstein


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
0002-WO-01

	
 

	
2

	
 

	
WO

	
 

	
1

	
 

	
PCT/IL04/000023

	
 

	
System for detection of wafer defects

	
 

	
15/01/2003

	
 

	
11/01/2004

	
 

	
-

	
 

	
Filed

	
 

	
STC

	
 

	
50446

	
 

	
Dov Furman, Gad Neumann, Noam Dotan, Ram Segal, Shai
  Silberstein


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	



	
0003-US-01

	
 

	
3

	
 

	
.US

	
 

	
1

	
 

	
6,892,013

	
 

	
Fiber optical illumination system

	
 

	
15/01/2003

	
 

	
15/01/2003

	
 

	
10/05/2005

	
 

	
Issued

	
 

	
STC

	
 

	
47667

	
 

	
Dov Furman, Gad Neumann, Noam Dotan


	
0003-US-02

	
 

	
3

	
 

	
.US

	
 

	
2

	
 

	
7,260,298

	
 

	
Fiber optical illumination system

	
 

	
15/01/2003

	
 

	
01/04/2005

	
 

	
21/08/2007

	
 

	
Issued

	
 

	
STC

	
 

	
54590

	
 

	
Dov Furman


	
0003-US-03

	
 

	
3

	
 

	
.US

	
 

	
3

	
 

	
11/709,019

	
 

	
Fiber optical illumination system

	
 

	
15/01/2003

	
 

	
21/02/2007

	
 

	
 

	
 

	
Pending

	
 

	
STC

	
 

	
60473

	
 

	
Dov Furman


	
0003-EP-01

	
 

	
3

	
 

	
EP

	
 

	
1

	
 

	
EP1588210

	
 

	
Fiber optical illumination system

	
 

	
15/01/2003

	
 

	
11/12/2004

	
 

	
 

	
 

	
Pending

	
 

	
STC

	
 

	
55106

	
 

	
Dov Furman, Gad Neumann, Noam Dotan


	
0003-KR-01

	
 

	
3

	
 

	
KR

	
 

	
1

	
 

	
2005-7013118

	
 

	
Fiber optical illumination system

	
 

	
15/01/2003

	
 

	
15/06/2005

	
 

	
-

	
 

	
Pending

	
 

	
STC

	
 

	
55109

	
 

	
Dov Furman, Gad Neumann, Noam Dotan


	
0003-TW-01

	
 

	
3

	
 

	
TW

	
 

	
1

	
 

	
93101034

	
 

	
Fiber optical illumination system

	
 

	
15/01/2003

	
 

	
11/12/2004

	
 

	
12/2005

	
 

	
Issued

	
 

	
STC

	
 

	
50532

	
 

	
Dov Furman, Gad Neumann, Noam Dotan


	
0003-WO-01

	
 

	
3

	
 

	
WO

	
 

	
1

	
 

	
PCT/IL04/000022

	
 

	
Fiber optical illumination system

	
 

	
15/01/2003

	
 

	
11/12/2004

	
 

	
 

	
 

	
Filed

	
 

	
STC

	
 

	
50445

	
 

	
Dov Furman, Gad Neumann, Noam Dotan


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	



	
0004-US-01

	
 

	
4

	
 

	
US-Prov

	
 

	
1

	
 

	
60/587,675

	
 

	
Multimode inspection method and apparatus

	
 

	
12/07/2004

	
 

	
12/07/2004

	
 

	
-

	
 

	
Filed

	
 

	
STC

	
 

	
?

	
 

	
Dov Furman, Noam Dotan, Efraim Miklatzky


	
0004-US-02

	
 

	
4

	
 

	
.US

	
 

	
2

	
 

	
7274444

	
 

	
Multimode inspection method and apparatus

	
 

	
12/07/2004

	
 

	
06/07/2005

	
 

	
-

	
 

	
Issued

	
 

	
STC

	
 

	
53885

	
 

	
Dov Furman, Noam Dotan, Efraim Miklatzky


	
0004-US-03

	
 

	
4

	
 

	
.US

	
 

	
3

	
 

	
11/895,204

	
 

	
Multimode inspection method and apparatus

	
 

	
12/07/2004

	
 

	
22/08/2007

	
 

	
-

	
 

	
Filed

	
 

	
STC

	
 

	
62742

	
 

	
Dov Furman, Noam Dotan, Efraim Miklatzky


	
0004-EP-01

	
 

	
4

	
 

	
EP

	
 

	
1

	
 

	
WO2006006148

	
 

	
Multimode inspection method and apparatus

	
 

	
12/07/2004

	
 

	
17/01/2007

	
 

	
 

	
 

	
Pending

	
 

	
STC

	
 

	
60474

	
 

	
Dov Furman, Noam Dotan, Efraim Miklatzky


	
0004-WO-01

	
 

	
4

	
 

	
WO

	
 

	
1

	
 

	
PCT/IL2005/000708

	
 

	
Multimode inspection method and apparatus

	
 

	
12/07/2004

	
 

	
04/06/2005

	
 

	
 

	
 

	
Filed

	
 

	
STC

	
 

	
53886

	
 

	
Dov Furman, Noam Dotan, Efraim Miklatzky


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	



	
0006-US-01

	
 

	
6

	
 

	
.US

	
 

	
1

	
 

	
11/069,712

	
 

	
Method and apparatus for detecting defects in Wafer

	
 

	
28/02/2005

	
 

	
28/02/2005

	
 

	
-

	
 

	
Pending

	
 

	
STC

	
 

	
53603

	
 

	
Erez Sali, Tomer Yanir, Mark Wagner, Noam Dotan,
  Yuval Dorfan, Ran Zaslavsky


	
0006-EP-01

	
 

	
6

	
 

	
EP

	
 

	
1

	
 

	
EP1696227

	
 

	
Method and apparatus for detecting defects in Wafer

	
 

	
28/02/2005

	
 

	
28/02/2006

	
 

	
-

	
 

	
Pending

	
 

	
STC

	
 

	
57768

	
 

	
Erez Sali, Tomer Yanir, Mark Wagner, Noam Dotan,
  Yuval Dorfan, Ran Zaslavsky


	
0006-IL-01

	
 

	
6

	
 

	
IL

	
 

	
1

	
 

	
173980

	
 

	
Method and apparatus for detecting defects in Wafer

	
 

	
28/02/2005

	
 

	
27/02/2006

	
 

	
-

	
 

	
Pending

	
 

	
STC

	
 

	
57769

	
 

	
Erez Sali, Tomer Yanir, Mark Wagner, Noam Dotan,
  Yuval Dorfan, Ran Zaslavsky


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	
 

	
 


	
0007-US-01

	
 

	
7

	
 

	
.US

	
 

	
1

	
 

	
11/068,711

	
 

	
Method and apparatus for detecting defects in wafers
  including alignment of the wafer images so as to induce the same smear in all
  images

	
 

	
28/02/2005

	
 

	
28/02/2005

	
 

	
-

	
 

	
Pending

	
 

	
STC

	
 

	
53604

	
 

	
Yuval Dorfan, Ran Zaslavsky, Mark Wagner, Dov Furman,
  Shai Silberstein


	
0007-IL-01

	
 

	
7

	
 

	
IL

	
 

	
1

	
 

	
173864

	
 

	
Method and apparatus for detecting defects in wafers
  including alignment of the wafer images so as to induce the same smear in all
  images

	
 

	
28/02/2005

	
 

	
21/02/2006

	
 

	
-

	
 

	
Pending

	
 

	
STC

	
 

	
57767

	
 

	
Yuval Dorfan, Ran Zaslavsky, Mark Wagner, Dov Furman,
  Shai Silberstein


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	
 

	
 









22










	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
NT file
  name

	
 

	
Family

	
 

	
Country

	
 

	
#

	
 

	
Official
  No.

	
 

	
Title

	
 

	
Prior
  date

	
 

	
Filing
  date

	
 

	
Issue date

	
 

	
Status

	
 

	
Attorney

	
 

	
Attorney
  file name

	
 

	
Inventors


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	



	
0008-US-01

	
 

	
8

	
 

	
.US

	
 

	
1

	
 

	
11/410,276

	
 

	
Printed Fourier Filtering In Optical Inspection

	
 

	
24/04/2006

	
 

	
24/04/2006

	
 

	
-

	
 

	
Pending

	
 

	
D&M

	
 

	
NRI-1

	
 

	
Dan Fuchs, Shai Silberstein


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	



	
0009-US-01

	
 

	
9

	
 

	
US-Prov

	
 

	
1

	
 

	
60/808,816

	
 

	
Wafer Inspection Using Short-Pulsed Continuous
  Broadband Illumination

	
 

	
26/05/2006

	
 

	
26/05/2006

	
 

	
-

	
 

	
Provisional

	
 

	
D&M

	
 

	
NRI-2

	
 

	
Dov Furman, Shai Silbertein


	
0009-US-02

	
 

	
9

	
 

	
.US

	
 

	
2

	
 

	
11/684,191

	
 

	
Wafer Inspection Using Short-Pulsed Continuous
  Broadband Illumination

	
 

	
26/05/2006

	
 

	
09/03/2007

	
 

	
-

	
 

	
Pending

	
 

	
D&M

	
 

	
NRI-2

	
 

	
Dov Furman, Shai Silbertein


	
0009-EP-01

	
 

	
9

	
 

	
EP

	
 

	
1

	
 

	
EP07252110

	
 

	
Wafer Inspection Using Short-Pulsed Continuous
  Broadband Illumination

	
 

	
26/05/2006

	
 

	
23/05/2007

	
 

	
-

	
 

	
Pending

	
 

	
D&M

	
 

	
NRI-2-EP

	
 

	
Dov Furman, Shai Silbertein


	
0009-IL-01

	
 

	
9

	
 

	
IL

	
 

	
1

	
 

	
183359

	
 

	
Wafer Inspection Using Short-Pulsed Continuous
  Broadband Illumination

	
 

	
26/05/2006

	
 

	
21/05/2007

	
 

	
-

	
 

	
Pending

	
 

	
D&M

	
 

	
NRI-2-IL

	
 

	
Dov Furman, Shai Silbertein


	


	


	


	


	


	


	


	
 

	
 

	
 

	


	


	


	


	


	


	


	


	


	


	


	


	


	


	



	
0010-US-01

	
 

	
10

	
 

	
.US

	
 

	
1

	
 

	
11/503,859

	
 

	
Speckle Reduction Using a Fiber Bundle and Light
  Guide

	
 

	
14/08/2006

	
 

	
14/08/2006

	
 

	
-

	
 

	
Pending

	
 

	
D&M

	
 

	
NRI-3

	
 

	
Dov Furman, Daniel Mandelik


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	



	
0010-IL-01

	
 

	
10

	
 

	
IL

	
 

	
1

	
 

	
184923

	
 

	
Speckle Reduction Using a Fiber Bundle and Light
  Guide

	
 

	
14/08/2006

	
 

	
30/07/2007

	
 

	
-

	
 

	
Pending

	
 

	
D&M

	
 

	
NRI-3-IL

	
 

	
Dov Furman, Daniel Mandelik


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	



	
0011-US-01

	
 

	
11

	
 

	
.US

	
 

	
1

	
 

	
11/590,650

	
 

	
Defect Detection through Image Comparison Using
  Relative Measures

	
 

	
31/10/2006

	
 

	
31/10/2006

	
 

	
-

	
 

	
Allowed

	
 

	
D&M

	
 

	
NRI-4

	
 

	
Erez Sali, Oren Cohen


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	



	
 0012-US-01 

	
   

	
 12 

	
   

	
 US-Prov 

	
   

	
 1 

	
   

	
 60/861,303 

	
   

	
 Image splitting in Optical Inspection Systems 

	
   

	
 28/11/2006 

	
   

	
 28/11/2006 

	
   

	
 - 

	
   

	
 Provisional 

	
   

	
 D&M 

	
   

	
 NRI-7-P 

	
   

	
 Dov Furman, Shai Silbertein 


	
 0012-US-02 

	
   

	
 12 

	
   

	
 .US 

	
   

	
 2 

	
   

	
 11/944,677 

	
   

	
 Image splitting in Optical Inspection Systems 

	
   

	
 11/06;11/07 

	
   

	
 26/11/2007 

	
   

	
 - 

	
   

	
 Pending 

	
   

	
 D&M 

	
   

	
 NRI-7 

	
   

	
 Dov Furman, Shai Silberstein, Effy Miklatzky, Daniel Mandelik, Martyn Avraham 


	
[***]


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	



	
[***]


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	



	
[***]


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	



	
[***]


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	



	
[***]


	
 0016-US-01 

	
   

	
 16 

	
   

	
 .US 

	
   

	
 1 

	
   

	
 11/944,684 

	
   

	
 Image splitting in Optical Inspection Systems 

	
   

	
 11/06;11/07 

	
   

	
 26/11/2007 

	
   

	
 - 

	
   

	
 Pending 

	
   

	
 D&M 

	
   

	
 NRI-13 

	
   

	
 Dov Furman, Roi Kaner, Ori Gonen, Daniel Mandelik, Eran Tal, Shai Silberstein 


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	
 

	
 










	*** 	Text
omitted and filed separately with the Securities and Exchange Commission pursuant to
17 CFR § 230.406 and § 200.80(b)(4). 






















23










Trademarks  





	Registration #  	Registration Date  	Owned By  	Mark  
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 







List of Trademark
Applications:  



	Serial #  	Filing Date  	Owned By  	Mark  
	77332770	November 19, 2007	Negevtech Ltd.	NEGEVTECH
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 







Domain Names:

Negevtech.com

Negevtech.co.il

Negevtech.us

Negevtech.net

Negevtech.info

Negevtech.biz

Negevtech.co.uk

Negevtech.de

Negevtech.cn

Negevtech.com.cn

Negevtech.tw

Negevtech.com.tw
  



24






Copyrights


	Registration #  	Registration Date  	Owned By  	 Title  
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 







25







DEBENTURE – FIXED
CHARGE 



UNLIMITED IN AMOUNT 



BETWEEN 



NEGEVTECH LTD.

as Company 



AND 



KREOS CAPITAL II LIMITED

as Creditor 



DATED March __, 2008 



26







DEBENTURE – FIXED CHARGE  



THIS DEBENTURE – FIXED CHARGE
is dated the ___ day of March 2008 between: 



	1.  	NEGEVTECH
LTD., a company organized under the laws of the State of           Israel, with
registered number 51-163426-3 and registered office at 12 Hamada           St. Rehovot
76703, Israel (the “Company”); and 






	2.  	Kreos
Capital II Limited, a company incorporated in Jersey under           registered
number 05981165 whose registered office is at 47 Esplanade, St           Helier, Jersey
(the “Creditor”). 






WHEREAS: 



	(A)  	The
Creditor has agreed to lend certain sums to the Company pursuant to an
          agreement between the Company, and the Creditor dated March 30, 2008 (the
          “Venture Loan Agreement”); and 






	(B)  	In
order to secure the full and punctual payment and performance when due of the
          Secured Liabilities, the Company has agreed to: (i) charge by way of first
          ranking fixed charge all the Company’s equipment specified in Schedule
          I to this Debenture in favour of the Creditor in accordance with the terms
          hereof; (ii) charge by way of second ranking floating charge all the
          Company’s assets, in favour of the Creditor in accordance with the terms
of           the Debenture – Floating Charge (as defined below); and (iii) charge by
way           of second ranking fixed charge the Company’s intellectual property in
          favour of the Creditor in accordance with the terms of the “Debenture
          – Fixed Charge (IP) (as defined below). 







NOW THEREFORE, the parties
agree as follows: 



	1.  	DEFINITIONS
AND INTERPRETATION  






	 	       1.1 	In
this Debenture, the following terms shall have the following meanings:






	 	  	
	 	  	
	 	  	
	 	  	
	 	  	
	 	Bank Leumi Floating Charge  	Means the first rank floating charge created, under that certain debenture floating charge, by the Company in favour of Bank Leumi Le Israel, on December 22, 2004.
	 	   
	 	Charged Assets  	Those assets of the Company charged, pledged or assigned by way of charge to the Creditor pursuant to Section 3 (Security).
	 	   
	 	Debenture  	This Debenture - Fixed Charge.
	 	   
	 	Debenture- Floating Charge  	Means the Debenture - Floating Charge signed between the Company and the Creditor on the date hereof, as may be amended from time to time.
	 	   
	 	Debenture - Fixed Charge (IP)  	Means the Debenture - Fixed Charge (IP) signed between the Company and the Creditor on the date hereof, as may be amended from time to time.
	 	   
	 	Indemnified Persons  	As defined in Section 12.
	 	    
	 	Insurances  	Means:







27








	 	(a) 	all
contracts and policies of insurance executed and/or issued from time to           time in
relation to the Charged Assets;  






	 	(b) 	all
payments to the Company in relation to (a) above, and  






	 	(c) 	all
claims, rights and remedies of the Company arising from (a) and (b) above.  






	 		
	 		
	 		
	 		
	 		
	 	Kreos Fixed Charge (IP) 	Means the second ranking fixed charge created under the Debenture - Fixed Charge (IP).
	 	  
	 	Kreos Floating Charge 	Means the second ranking floating charge created under the Debenture - Floating Charge.
	 	  
	 	Plenus Group 	Means the lenders under the Loan Agreement as of October 11, 2005, namely: Plenus Technologies Ltd, Bank Leumi Le-Israel BM, Golden Gate Bridge Found LP, Plenus II LP and Plenus II (D.S.M.) LP.
	 	  
	 	Plenus Group Floating Charge 	Means the first rank floating charge created under that certain debenture floating charge, by the Company, in favour of the Plenus Group on November 11, 2005.
	 	  
	 	Receiver 	A receiver, trustee, administrator, administrative receiver, custodian, conservator, special manager or other similar official appointed by or on application of the Creditor, pursuant to the terms of this Debenture.
	 	  
	 	Secured Liabilities 	As defined in Section 2.1.
	 	  
	 	Security Interest 	Any mortgage, pledge, lien, hypothecation, assignment by way of security, security interest or other charge or encumbrance over, of or in the relevant property.
	 	  
	 	Venture Loan Agreement 	As defined in the First Recital.
	 		







	 	1.2	Words
and defined terms denoting the singular number include the plural and vice versa and the
use of any gender shall be applicable to all genders. 






	 	       1.3 	The
paragraph  headings are for the sake of  convenience  only and shall not affect the
 interpretation                 of this Debenture.






	 	1.4	The
recitals, schedules, appendices, annexes and exhibits hereto form an integral part of
this Debenture. 






28







	2.  	PURPOSE  






	 	2.1 	Secured
Liabilities 






	 	
The
Security Interests created by this Debenture are created to secure the full and punctual
payment and performance of all the Company’s obligations pursuant to the Venture
Loan Agreement together with all expenses and other amounts due or to become due from the
Company under the terms of this Debenture including, without limitation, reasonable legal
fees, the fees and costs of any Receiver and any other costs incurred in realizing the
Security Interests granted hereunder (all such amounts, the “Secured Liabilities”). 






	 	2.2 	Prepayment







	 	
Except
as expressly set forth in Section 4.4 of the Venture Loan Agreement or any other
provisions thereof: (i) the Company shall not be entitled to discharge any amount of the
Secured Liabilities prior to the agreed date for payment thereof; and (ii) neither the
Company nor any third party having a right liable to be affected by the charges hereby
created or the realisation thereof shall have any right under Section 13(b) of the Pledge
Law, 5727-1967 or any other statutory provisions in substitution therefor. 






	3.  	SECURITY  






	 	3.1 	Creation
of Fixed Charge 






	 	
As
security for the full and punctual payment or performance when due (whether at stated
maturity, acceleration or otherwise) of the Secured Liabilities by the Company, the
Company hereby, absolutely and unconditionally charges in favour of the Creditor by way
of first ranking fixed charge: 






	 	(a) 	the
specific equipment of the Company listed in Schedule 1 hereto; (the
          “Charged  Equipment”)and  






	 	(b) 	to
the extent not included in the foregoing, all present and future rights to
          compensation, indemnity, insurance proceeds, warranty or guaranty accruing to
          the Company by reason of the loss of, damage to or expropriation of, or any
          other event or circumstance with respect to, such Charged Equipment and all
          proceeds, products and benefits deriving from such Charged Equipment
(including,           without limitation, those received upon any collection, exchange,
sale or other           disposition of such Charged Equipment and any property into which
such Charged           Equipment are converted, whether cash or non-cash but excluding
revenues or           income resulting, directly or indirectly from the use of such
Charged Equipment           in the ordinary course of business) (Sections 3.1(a) and (b),
collectively, the           “Charged Assets”).  






	 	
In
addition, to the extent required by applicable law to create and perfect a first ranking
fixed charge over the Charged Assets specified in paragraph (b) above, the Company also
assigns such Charged Assets to the Creditor by way of first ranking fixed charge and
pledge. 






	 	
In
particular, the Company hereby assigns to and in favour of the Creditor by way of first
ranking fixed charge (and each of the following shall be deemed to be expressly included
in paragraph (b) above): 






29







	 	(i) 	all
present and future rights, claims and remedies of the Company under and in
          respect of the Insurances and any monies paid or payable pursuant thereto
          whether held in or for the benefit of any trust or other account relative
          thereto or otherwise;  






	 	(ii) 	all
of the present and future rights, claims and remedies of the Company under           and
deriving from the Property Tax and Compensation Fund Law, 5721-1961 as in           force
from or at any relevant time, and under any other applicable law arising           in
connection with the Charged Assets;  






	 	(iii) 	all
present and future rights to compensation, indemnity, warranty or guaranty
          accruing to the Company by reason of the loss of, damage to or expropriation
of,           or any other event or circumstance with respect to, the Charged Assets.  






	 	3.2 	First
Ranking 






	 	
The
Company specifically acknowledges that all of the Security Interests created by the
Company under Section 3 (Security) of this Debenture shall rank in priority to any other
Security Interests created by the Company. 






	4.  	PRESERVATION
OF SECURITY  






	 	4.1 	Continuing
Security 






	 	
The
Company declares and agrees that:  






	 	(a) 	the
Security Interests created by this Debenture shall remain in force as
          continuing security for the payment and discharge of the Secured Liabilities
and           shall remain in force notwithstanding any other act, event or matter
whatsoever,           and, subject to Section 4.4, shall be released and discharged only
upon the           execution by the Creditor of a written release of the Security
Interests created           by this Debenture;  






	 	(b) 	the
Security Interests created and the powers conferred by this Debenture are           in
addition to, and are not in any way prejudiced or affected by, any other
          agreement between the Company and the Creditor; and  






	 	(c) 	the
Creditor will not be bound to enforce any other Security Interests before
          enforcing the Security Interests created by this Debenture.  






	 	4.2 	Nature
of Security Interests 






	 	
All
Security Interests that have been or may be created in favour of the Creditor for payment
and performance of the Secured Liabilities shall be independent of one another. 






	 	
For
the avoidance of doubt, it is hereby clarified that this Debenture is in addition to the
Debenture – Floating Charge (and in no manner in lieu thereof or replacement
thereto), and in addition to the Debenture – Fixed Charged (IP) (and in no manner in
lieu thereof or replacement thereto), and each of this Debenture, the Debenture –Floating
Charge and the Debenture – Fixed Charge (IP) shall independently serve as aforesaid
to secure the Secured Liabilities in their entirety. Without derogating from the
generality of the foregoing or from any other right of the Creditor, the Creditor shall
have the right to act on this Debenture, on the Debenture – Floating Charge, or on
the Debenture Fixed Charged (IP) or on all three, in each case in connection with the
Security Interest created by each (including, without limitation, with respect to any and
all assets, properties and rights subject to both this Debenture and the Debenture-
Floating Charge); and no action or omission relating to any such Security Interest shall
prevent or estop the Creditor from invoking such other Security Interest, at the same
time or subsequently. 






30







	 	4.3 	Liability
of the Company; Security Interest Absolute 






	 	(a) 	The
Company is a principal debtor and the Charged Assets are a principal           security
for the Secured Liabilities and, without prejudice to the foregoing,           none of
the rights of the Creditor, the Security Interests created hereunder or           the
liabilities or obligations of the Company or any third party, shall           be
impaired or discharged by (without limitation):  






	 	(i) 	the
Creditor releasing any of the Charged Assets or granting any time or any
          indulgence whatsoever to or making any settlement, composition or arrangement
          with any third party;  






	 	(ii) 	the
Creditor asserting or pursuing, failing or neglecting to assert or pursue,           or
delaying in asserting or pursuing, or waiving, any of its rights or remedies
          against the Company or any third party arising under or by virtue of this
          Debenture or otherwise;  






	 	(iii) 	the
Creditor making any variation, amendment or supplement to this Debenture,           any
agreement between the Creditor and the Company or any third party or any           other
document or instrument from time to time entered into between the Company           or
any third party and the Creditor;  






	 	(iv) 	any
change in the time, manner, place of payment or any other term or condition           of
the Secured Liabilities, or any other amendment or waiver of or under any
          agreement between the Creditor and the Company, the Charged Assets or any
          document related thereto;  






	 	(v) 	the
non-perfection of any Security Interest or any release, waiver or amendment
          from any guaranty for all or part of the Secured Liabilities;  






	 	(vi) 	the
Creditor taking, accepting, varying, dealing with, enforcing, abstaining           from
enforcing, surrendering, exchanging or releasing any Security Interest in
          relation to the Company or any third party in such manner as any of them thinks
          fit, or claiming, proving for, accepting or transferring any payment in respect
          of the Secured Liabilities or the liabilities of any other third party in any
          composition by, or winding up of, any such party and/or any third party, or
          abstaining from so claiming, proving, accepting or transferring;  






31







	 	(vii) 	any
lack of enforceability of any or all of any agreement between the Creditor           and
the Company, the Secured Liabilities, any security therefore or any           agreement
or document relating thereto; or  






	 	(viii) 	to
the fullest extent permitted by applicable law, any other circumstance that
          could otherwise constitute a defence to or discharge of the Company or any
third           party, other than the payment and performance in full of the Secured
          Liabilities.  






	 	(b) 	Notwithstanding
anything to the contrary contained in this Debenture, the           Company will remain
liable to observe and perform all of the conditions and           obligations relating to
or constituting the Secured Liabilities or the Charged           Assets and neither the
Creditor nor any Receiver will be under any obligation or           liability with
respect to the Secured Liabilities or the Charged Assets by           reason of or
arising out of this Debenture. Neither the Creditor nor any           Receiver will be
required in any manner to perform or fulfil any of the           obligations of the
Company in respect of the Secured Liabilities or the Charged           Assets, or to make
any payment, or to make any enquiry as to the nature or           sufficiency of any
payment received by it, or to present or file any claim or           take any action or
to collect any amount or enforce any right or remedy           hereunder.  






	 	(c) 	The
exercise by the Creditor of any of the rights or remedies hereunder shall           not
release the Company from any of its liabilities or obligations under any
          agreement between the Creditor and the Company unless the Secured Liabilities
          have been undisputedly satisfied in full as a result of such exercise by the
          Creditor of any of the rights or remedies hereunder; for the avoidance of
doubt,           the application of the Charged Assets to satisfy part of the Secured
Liabilities           shall not release the Company from its obligation to pay and
perform the Secured           Liabilities in full.  






	 	4.4 	Avoidance
of Payments 






	 	
To
the extent that the Company or any third party on behalf of the Company makes a payment
or payments to the Creditor, or the Creditor enforces any Security Interest or exercises
any right of set-off and such payment or payments or the proceeds of such enforcement or
set-off or any part thereof are subsequently avoided or set aside, declared to be
fraudulent or preferential or required to be repaid or refunded or reduced by virtue of
any applicable law relating to bankruptcy, insolvency, administration, receivership,
liquidation or similar proceedings, the Secured Liabilities or any part thereof
originally intended to be satisfied, and this Debenture and all Security Interests,
rights and remedies therefore shall be revived and continued in full force and effect as
if such payment or payments had not been made or such enforcement or set-off had not
occurred. 






32







	5.  	REPRESENTATIONS
AND WARRANTIES  






	 	
The
Company hereby represents and warrants as follows:  






	 	5.1	It
is duly incorporated and validly existing under the laws of the State of Israel, with
power and authority to own assets and to carry on its business as now being conducted. 






	 	5.2	It
is duly and validly registered with the Israeli Registrar of Companies, with company
number 51-163426-3. 






	 	5.3	It
has the power to enter into and perform, and has taken all necessary action to authorise
the entry into, performance and delivery of, this Debenture and the transactions
contemplated hereby. 






	 	5.4	All
corporate action on the part of the Company, its directors, and its shareholders
necessary for the authorisation, execution and delivery of the Debenture and the
performance of all of its obligations hereunder have been taken. 






	 	       5.5 	This
Debenture  constitutes its legal, valid and binding obligation  enforceable in accordance
with its                 terms.






	 	5.6	All
authorisations required in connection with the entry into, performance, validity and
enforceability of this Debenture and the transactions contemplated hereby have been
obtained or effected and are in full force and effect and no steps have been taken to
revoke or cancel any authorisation obtained or effected. 






	 	5.7	The
Security Interests created hereby constitute a legal, valid and binding, first ranking
fixed charge over the Charged Assets, enforceable in accordance with the terms hereof.
This Debenture confers the Security Interests it purports to confer over all of the
Charged Assets and those Security Interests: 






	 	(a) 	are
not subject to any senior, pari passu, junior or subordinated Security
          Interests (other than (i) any lien arising by operation of law in the ordinary
          course of business; (ii) the Kreos Floating Charge; (iii) the Bank Leumi
          Floating Charge; and (iv) the Plenus Group Floating Charge.)  






	 	(b) 	are
not liable to avoidance, due to (i) bankruptcy, winding-up, creditors’          arrangement
or any other similar insolvency proceedings for the reorganisation           of the
affairs of the Company or (ii) any other similar act or circumstance of           the
Company on the date of execution of this Debenture.  






	 	5.8	It
has good and marketable title to the Charged Assets, free and clear of any Security
Interests, except for: (i) the Kreos Floating Charge; (ii) the Plenus Group Floating
Charge; and (iii) the Bank Leumi Floating Charge (With the above three exceptions, the
Charged Assets are not affected by any restriction or condition relating to the transfer
of ownership therein or to the mortgage, pledge or charge thereofunder any agreement
whatsoever. 






	 	       5.9 	The
Charged  Assets  that are  tangible  assets are in all  material  respects in good and
 substantial                 repair.







33







	6.  	UNDERTAKINGS  






	 	
The
Company hereby undertakes as follows:  






	 	6.1	It
shall not sell, convey, transfer, grant or lease or otherwise dispose of (or agree to do
any of the foregoing at any future time) any Charged Asset. 






	 	6.2	It
shall not create or permit to subsist any Security Interest on (or agree to do any of the
foregoing at any future time) any of the Charged Assets (whether ranking in priority or
parity to or after the Security Interests created hereby), except for the Kreos Floating
Charge. 






	 	6.3	It
shall defend the Charged Assets or cause the Charged Assets to be defended against, and
shall take, at its expense, any reasonable action necessary to remove any Security
Interest over the Charged Assets (except with regard to the charges specified in Section
5.8 ), and shall defend the right, title and interest of the Creditor in and to any
Charged Asset against the claims and demands of all other persons. 






	 	6.4	It
shall keep the Charged Assets in good working order and condition (normal wear and tear
excepted). The Company shall repair any damage or defect which may occur to the Charged
Assets, in whole or in part, as the result of use or for any other reason whatsoever.
Without derogating from its obligations hereunder, the Company shall notify the Creditor
immediately of any material damage or defect to the Charged Assets or any part thereof. 






	 	6.5	It
will not take any action which could prejudice or damage the Charged Assets or the
enforceability of the Security Interests created hereunder. 






	 	6.6	It
shall deposit with the Creditor copies of all certificates and other documents of title
or evidence of ownership in the Charged Assets and all ancillary documents relating to or
affecting the Charged Assets as the Creditor may from time to time specify. 






	 	6.7	It
will allow the Creditor or the Creditor’s representatives at all times to inspect
the condition of the Charged Assets wherever the same may be. 






	 	6.8	The
Company shall keep the Charged Assets insured at all times, for full value and shall
comply with the terms of such insurance policies. 






	 	6.9	The
Company shall, forthwith upon the Creditor’s first demand, furnish the Creditor with
any licence, confirmation, certificate, receipt or other document which, in the opinion
of the Creditor, is required or necessary for purpose of proof of compliance by the
Company with its obligations under this Section 6. 






	 	6.10	Without
derogating from the rights of the Creditor, the Company shall notify the Creditor of any
default under this Debenture (and the steps, if any, being taken to remedy it) promptly
upon it becoming aware of the occurrence thereof. In particular, the Company shall: 






	 	(a) 	notify
the Creditor immediately of the occurrence of any seizure, requisition,
          expropriation or forfeiture of the Charged Assets or any part thereof;  






	 	(b) 	notify
the Creditor immediately of the imposition of any attachment or the           issue of
any execution proceedings or of any application for the appointment of           a
receiver, trustee, administrator, administrative receiver, custodian,
          conservator, special manager or other similar official (whether interim or
          permanent) over or with respect to the Charged Assets or any part thereof and
          shall immediately notify the authorities that levied such attachment or issued
          such execution proceedings or received the application for the appointment of
          such receiver, trustee, administrator, administrative receiver, custodian,
          conservator, special manager or other similar official and any third party who
          initiated or applied for such action, of this Debenture in favour of the
          Creditor, and forthwith to take, at the expense of the Company, all steps
          necessary for the discharge of such attachment, execution proceedings or
          appointment, as the case may be.  






34







	 	6.11	The
Company shall, forthwith following the execution of this Debenture, register the Security
Interests created by this Debenture with the Israeli Registrar of Companies and any other
necessary registry and perfect such registration within 14 days from the date hereof and
shall deliver to the Creditor original certificates of registration of such Security
Interests. 






	 	6.12	The
Company shall, forthwith following the execution of this Debenture, deliver to the
Creditor, Notices of Assignment in the form of Schedule 2 and Schedule 4, duly executed
by the Company or on its behalf and addressed, in the case of notices in the form of
Schedule 2, to each of the insurers liable on the Insurances and, in the case of the
notice in the form of Schedule 4, to the relevant governmental agency, and shall use all
reasonable endeavours to ensure that the said insurers and governmental agency execute an
acknowledgement of receipt of every such Notice of Assignment in the form of Schedule 3
and Schedule 5 respectively. 






	 	6.13	For
the avoidance of doubt, and notwithstanding anything to the contrary herein, it is hereby
clarified that with respect to any and all of the assets, properties and rights of the
Company which are, or which may in the future be, subject to the charge under the
Debenture – Floating Charge, and under the Debenture Fixed Charge (IP), the Company
is and shall be subject to the terms, conditions, limitations and restrictions contained
in the Debenture – Floating Charge and in the Debenture Fixed Charge (IP) in
addition to those contained herein 






	7.  	RIGHTS
OF THE CREDITOR  






	 	7.1 	Creditor’s
Right to Perform 






	 	
Without
derogating from the rights of the Creditor to realize the Security Interests granted
hereunder, if the Company for any reason whatsoever fails to duly and punctually observe
or perform or comply with any of its obligations under this Debenture, including under
Section 6, the Creditor shall, after giving written notice to the Company, have the
power, on behalf of or in the name of the Company or otherwise, to perform the
obligations and to take any steps which the Creditor may, in its absolute discretion,
consider appropriate with a view to remedying, or mitigating the consequences of the
failure, but without in any way becoming liable therefor and provided that the exercise
of this power, or the failure to exercise it, shall in no circumstances prejudice the
Creditor’s rights hereunder. 






	 	7.2 	Set-Off







	 	
The
Creditor may, at any time, set off any sum, whether in Israeli currency or in foreign
currency, as the case may be, due or owing to the Company from the Creditor in any
account, manner or circumstance whatsoever, against the Secured Liabilities, in whole or
in part. In no event and under no circumstances may the Company set off any sum that may
be due or owing to the Company from the Creditor in any account, manner or circumstance
whatsoever, against the Secured Liabilities, in whole or in part. 






35







	8.  	DEFAULT
AND ENFORCEMENT  






	 	8.1 	Events
of Default 






	 	
The
occurrence of any of the following events shall constitute an Event of Default:  






	 	(p) 	the
preconditions set out in Clause 2.5 of the Venture Loan Agreement are not
               satisfactorily accomplished within forty five (45) days of signature of
the                Venture Loan Agreement unless the period for satisfactory
accomplishment is                extended pursuant to and in accordance with Clause 3.2
of the Venture Loan                Agreement; or  






	 	(q) 	the
Company fails to pay when due and payable or (if so payable) on demand any
               sum payable under the Venture Loan Agreement or the Security Documents or
under                any document relating to the Security Documents provided however
that such                failure to pay shall not constitute an Event of Default if such
failure has been                rectified within five (5) Business Days after the
Creditor has advised the                Company of such non-payment; or  






	 	(r) 	any
other breach by the Company occurs of any provision of the Venture Loan
               Agreement or the Security Documents (other than a breach covered by this
section                8.1) unless: (i) the Creditor notifies the Company in writing that
it is                satisfied that the breach has not put any of the Security for the
Loan                immediately at risk and that it considers that the breach is capable
of remedy;                and (ii) within ten (10) Business Days after the Creditor
serves on the Company                a notice of default under the Venture Loan
Agreement, or such longer period as                the Creditor may specify in such
notice, the Company remedies the breach to the                satisfaction of the
Creditor; or  






	 	(s) 	any
representation, warranty or statement made by, or by an officer of, the
               Company in the Venture Loan Agreement or the Security Documents or in a
Drawdown                Notice or any other notice or document relating to the Venture
Loan Agreement or                any other Security Document is untrue or misleading in
any material respect when                it is made in a manner that adversely affect the
Charged Assets; or  






	 	(t) 	financial
indebtedness of the Company in an amount of at least US$250,000 is not
               paid when due as a consequence of a default with respect thereto or any
Security                Interest over any assets of the Company is lawfully enforced; or  






	 	(u) 	any
order shall be made by any competent court or any resolution shall be passed
               by the Company for the appointment of a liquidator, administrator or
receiver                of, or for the winding up of, the Company and, in any such case,
such order or                resolution is not set aside, cancelled or revoked within
thirty (30) Business                Days after being made or passed and is contested by
the Company, within fifteen                (15) days in good faith in circumstances where
the sum of money owed is fully                covered by reserves; or  






36








	 	(v) 	an
encumbrancer takes possession of or a receiver is appointed over the whole
               or, in the opinion of the Creditor, any material part of, the assets of
the                Company or a distress, execution or other process is levied or
enforced upon or                sued out against the whole or a material part of the
assets of the Company and,                in any such case, if such procedure is not
terminated within thirty (30)                Business Days after commencement and is
contested by the Company within fifteen                (15) days in good faith in
circumstances where the sum of money owed is fully                covered by reserves; or  






	 	(w) 	the
Company shall stop payment or shall be unable to, or shall admit inability
               to, pay its debts as they fall due, or shall be adjudicated or found
bankrupt or                insolvent, or shall enter into any composition or other
arrangement with its                creditors generally; or  






	 	(x) 	any
event shall occur which under the law of any jurisdiction to which the
               Company is subject has an effect equivalent or similar to any of the
events                referred to in Clause 8.1.6, 8.1.7 or 8.1.8 of the Venture Loan
Agreement; or  






	 	(y) 	the
Company ceases or suspends carrying on its business or a material part of
               its business; or  






	 	(z) 	it
becomes unlawful or impossible (i) for the Company to discharge any liability
               under the Venture Loan Agreement or to comply with any other material
obligation                under the Venture Loan Agreement or the Security Documents, or
(ii) for the                Creditor to exercise or enforce any right under, or to
enforce any Security                Interest created by the Venture Loan Agreement or the
Security Documents; or  






	 	(aa) 	any
material provision of the Venture Loan Agreement or the Security Documents
               proves to have been or becomes invalid or unenforceable, or a Security
Interest                created by the Security Documents proves to have been or becomes
invalid or                unenforceable or such a Security Interest proves to have ranked
after, or loses                its priority under this Venture Loan Agreement and \or the
Security Documents                (to the extent such priority applies under the Venture
Loan agreement and \or                the Security Documents) to, another Security
Interest or any other third party                claim or interest, provided however that
if the Company proposes replacement                security which the Creditor accepts,
and such replacement security is                constituted in a manner acceptable to the
Creditor within such period of time as                the Creditor may require, such
event shall cease to constitute an Event of                Default; or  






	 	(bb) 	the
security constituted by the Security Documents is in any way materially
               imperilled or in jeopardy (including by way of decrease in market value
below a                normal depreciation, but excluding depreciation made in accordance
with US GAAP)                provided however that if the Company proposes replacement
security which the                Creditor accepts, and such replacement security is
constituted in a manner                acceptable to the Creditor within such period of
time as the Creditor may                require, such event shall cease to constitute an
Event of Default; or  






37







	 	(cc) 	any
other event (whether related or not) occurs (including, without limitation,
               a material adverse change, from the position applicable as at the date of
the                Venture Loan Agreement) in the business affairs or condition
(financial or                otherwise) of the Company), the effect of which isto
materially imperil, delay                or prevent the due fulfilment by the Company of
any of its obligations or                undertakings in the Venture Loan Agreement or
the Security Documents; or  






	 	(dd) 	any
event of default (howsoever described) specified in any loan agreement or
               security document signed by the Company and underlying the Bank Leumi
Floating                Charge or the Plenus Group Floating charge.  






	 	8.2 	Creditor’s
Powers 






	 	(a) 	On
the occurrence of an Event of Default, the Creditor shall be entitled to
          declare any or all of the Secured Liabilities immediately due and payable.  






	 	(b) 	On
and at any time after the occurrence of an Event of Default, the Creditor           shall
also be entitled to take all such steps as it sees fit to collect the           Secured
Liabilities from the Company and, in addition thereto, without prejudice           to any
and all of its other rights, to realise the Charged Assets, whether by           the
application for the appointment of a Receiver or whether by any other method
          the Creditor shall see fit.  






	 	(c) 	The
Creditor shall be entitled, in any proceedings concerning the bankruptcy,
          liquidation, winding up or receivership (or similar proceedings) of the
Company,           to:  






	 	(i) 	demand,
claim, collect and enforce and prove the Secured Liabilities and give
          acquittance thereunder;  






	 	(ii) 	file
any claims and proofs, give receipts and take all such proceedings and do           all
such things as the Creditor sees fit to recover the Secured Liabilities; and  






	 	(iii) 	receive
all distributions on and payments with respect to the Secured           Liabilities.  






	 	(d) 	The
Creditor shall have all powers that it may, in its full discretion,           determine
to be desirable or necessary to preserve the Charged Assets and the           Security
Interests created hereby and to take all such steps for such purpose at           the
Company’s expense.  






	 	8.3 	Receiver







	 	(a) 	The
Receiver shall have all powers conferred by applicable law, including,           without
limitation, the power:  






	 	(i) 	to
receive into his hands the Charged Assets and to take possession thereof;  






38








	 	(ii) 	to
require the Company to deliver or otherwise make available such of the           Charged
Assets as the Receiver may demand, and without the consent of the           Company,
enter into any premises of the Company or any place where the Charged           Assets
are located and take possession of any of the Charged Assets;  






	 	(iii) 	to
manage the Company’s business or participate in the management thereof           as
he may see fit;  






	 	(iv) 	to
sell or agree to the sale of the Charged Assets, in whole or in part, or to
          transfer the same in any other manner upon such conditions as he may see fit;  






	 	(v) 	to
exercise any right charged or pledged hereunder in the same manner in which           the
Company was entitled to exercise such right in accordance with the terms of
          Section 20 of the Pledge Law, 5727-1967;  






	 	(vi) 	to
employ accountants, lawyers, surveyors, engineers, quantity surveyors,
          contractors, workmen and others and to purchase or hire materials, tools,
          equipment or supplies;  






	 	(viii) 	to
do any other act or thing which the Receiver considers to be incidental or
          conducive to the exercise of any other right exercisable by him; and  






	 	(ix) 	to
make any other arrangement with respect to the Charged Assets or any part
          thereof as he may see fit.  






	 	(b) 	Should
the payment date of the Secured Liabilities or any part thereof not yet           have
fallen due at the time of the sale of the Charged Assets, or the Secured
          Liabilities be due to the Creditor or Receiver on a contingent basis only, then
          the Creditor or Receiver shall be entitled to recover out of the proceeds of
the           sale an amount sufficient to cover the Secured Liabilities (or such part
          thereof) and the amount so recovered and yet to be appropriated to the
discharge           of the amounts due shall be charged to the Creditor or Receiver as
security for,           and be held by the Creditor or Receiver until the discharge in
full of, the           Secured Liabilities.  






	 	(c) 	The
Receiver will be the agent of the Company and the Company alone shall be
          responsible for the acts and omissions of the Receiver and for the
          Receiver’s remuneration. In no event shall the Creditor be responsible for
          the acts and omissions of the Receiver or for the Receiver’s remuneration,
          subject to any applicable law.  






	9.  	DISTRIBUTION
OF PROCEEDS  






	 	
All
moneys and other assets arising from the exercise of the powers of the Receiver or the
Creditor or otherwise received by the Creditor or the Receiver from the realisation of
any Charged Asset shall be applied as follows: 






39







	 	(a) 	in
payment of the expenses incurred as a result of such realisation (including
               the appointment and remuneration of the Receiver); 






	 	(b) 	in
payment of all other expenses, interest and default interest (if any),
               linkage differentials and any other amounts due and payable by the Company
to                the Creditor and which have not been paid; and 






	 	(c) 	in
payment of all principal sums due and payable by the Company to the Creditor
               and which have not been paid. 






	10.  	FURTHER
ACTION  






	 	
The
Company further covenants with the Creditor from time to time upon demand to execute, at
the Company ‘s own cost, any document or do any reasonable act or thing which: 






	 	(a) 	in
the reasonable determination of the Creditor is necessary to create, perfect,
               register or give effect to any pledge, charge, assignment or Security
Interest                created or intended to be created by this Debenture; 






	 	(b) 	in
the reasonable determination of the Creditor is necessary to preserve or
               protect any of the rights of the Creditor; or 






	 	(c) 	the
Creditor or the Receiver may reasonably specify with a view to facilitating
               the exercise, or the proposed exercise, of any of their powers or the
               protection, management or realisation of the Charged Assets upon the
occurrence                and during the continuance of an Event of Default, 






	 	
and
in the event the Company fails to take any such action within such reasonable time, but
in any event within not more than seven (7) Business Days following receipt of a written
request thereof as requested by the Receiver in such notice, the Creditor may, and the
Company hereby appoints the Creditor as its attorney-in-fact to, execute, at the Company’s
expense, any such document or do any such act or thing, in the name and on behalf of the
Company. 






	11.  	PROTECTION
OF CREDITOR AND RECEIVER  






	 	(a) 	Other
than with respect to fraud, or intentional act or omission, neither the
               Creditor nor the Receiver, nor any of their respective agents, managers,
               officers, directors, employees, delegates, and advisers shall be liable
for any                claim, demand, liability, loss, damage, cost or expense which
arises out of the                exercise or the attempted or purported exercise or the
failure to exercise any                of their respective rights, powers and discretions
under this Debenture. 






	 	(b) 	Neither
the Creditor nor any Receiver, nor any of their respective agents,
               managers, officers, directors, employees, delegates, and advisers shall be
under                any duty to exercise any of their respective rights, powers and
discretions                under this Debenture. 






	 	(c) 	To
the extent permitted by applicable law, the Company hereby waives any
               requirements with respect to notice, form or the terms of the exercise by
the                Creditor, the Receiver, or any of their respective agents, managers,
officers,                directors, employees, delegates, and advisers of their
respective rights, powers                and discretions under this Debenture. 






40








	12.  	INDEMNITY  






	 	12.1	The
Company shall forthwith on demand indemnify each of the Creditor and the Receiver (as
well as any subsidiaries or affiliates of the Creditor or the Receiver) and their
respective officers, directors, agents, managers, servants and employees (the “Indemnified
Persons”) against any loss, expense or liability incurred as a consequence of: 






	 	(a) 	anything
done or purported to be done by or on behalf of the Creditor or the           Receiver
under this Debenture or any other document as a result of any failure           by the
Company to comply with its obligations hereunder;  






	 	(b) 	any
payment in respect of the Secured Liabilities (whether made by the Company           or a
third person) being impaired or declared void for any reason whatsoever;  






	 	(c) 	the
exercise, or attempted or purported exercise, or the consideration of the
          exercise, by or on behalf of the Creditor or the Receiver of any of the rights
          or powers of the Creditor or of the Receiver or any other action taken by or on
          behalf of the Creditor or the Receiver with a view to or in connection with the
          recovery by the Creditor or Receiver of the Secured Liabilities from the
Company           or any other person; or  






	 	(d) 	the
carrying out of any other act or matter which the Creditor or the Receiver           or
any other person on behalf of either of them may consider to be necessary for
          the preservation of the Charged Assets,  






	 	
provided
that the Company shall not be obliged to indemnify an Indemnified Person for any loss,
expense or liability incurred solely as a consequence of the fraud or intentional act or
omission of such Indemnified Person. 






	 	12.2 	Any amount
payable under Section 12.1 shall bear interest at the annual rate of 13% for the period
commencing from the date on which the Company should have paid such amount until the date
of actual payment of the same; such interest shall form part of the Secured Liabilities. 






	13.  	COSTS
AND EXPENSES  






	 	13.1	The
Company shall pay all filing fees payable in respect of this Debenture or the
transactions contemplated hereby. 






	 	13.2	All
the fees, costs and expenses incurred by the Creditor or any Receiver in connection with
the preparation, registration, perfecting or enforcement of this Debenture and
realization of the Charged Assets shall be paid by the Company to the Creditor on its
first demand and shall form part of the Secured Liabilities. 






41







	14.  	ASSIGNMENT  






	 	14.1	This
Debenture shall be binding upon and inure to the benefit of each party hereto and its
permitted successors and assigns. 






	 	       14.2 	The
Company  may not assign or transfer  all or any part of its rights  and/or  obligations
 under this                 Debenture.






	 	14.3	The
Creditor and all those claiming under it shall be entitled, at all times, to assign to
others their rights under this Debenture, together with their rights under the Venture
Loan Agreement pursuant and subject to the provisions of Section 13.5 of the Venture Loan
Agreement, without the necessity of obtaining the Company’s consent thereto. 






	15.  	MISCELLANEOUS  






	 	15.1 	Communications







	 	
All
notices or other communications hereunder shall be in writing and shall be given in
person, by registered mail (registered international air mail if mailed internationally),
by an overnight courier service which obtains a receipt to evidence delivery, or by
facsimile transmission (provided that written electronic confirmation of receipt is
provided) with a copy by mail, addressed as set forth below:  






	 		
	 	If to the Company:	NEGEVTECH Ltd.






12 Hamada St.

Rehovot, Israel 76703




	 	
Attention:
Oz Desheh  






Telephone: (+972)-8-931-2222

Facsimile: (+972)-8-936-6051



With a copy to:



Tulchinsky Stern Marciano, Ben Zur, Cohen & Co.

Museum Tower

4 Berkowitz Street

Tel Aviv 64238, Israel

Attention: David Cohen, Adv.

Telephone: (+972)-3-607 5000

Facsimile: (+972)-3-607 5050



42







	 		
	 	If to the Creditor:	Kreos Capital II Limited

47 Esplanade, St Helier, Jersey

Fax: +44 1534 889 884

Attn: The Directors



with a copy to:



Sharir, Shiv, Kadouch & Co., Law Offices

3 Azrieli Center

Tel Aviv 67023, Israel

Fax: +972 3 607 4778

Attn: Emmanuel Kadouch, Adv.
	 		








	 	
or
such other address as any party may designate to the other in accordance with the
aforesaid procedure. All communications delivered in person or by courier service shall
be deemed to have been given upon delivery, those given by facsimile transmission shall
be deemed given on the business day following transmission with confirmed answer back,
and all notices and other communications sent by registered mail (or air mail if the
posting is international) shall be deemed given ten (10) days after posting. 






	 	15.2 	Delays
or Omissions; Waiver 






	 	
The
rights of the Creditor may be waived only in writing and specifically; the conduct of the
Creditor shall not be deemed a waiver of any of its rights pursuant to this Debenture
and/or as a waiver or consent on its part as to any breach or failure to meet any of the
terms of this Debenture or as an amendment hereto. A waiver by the Creditor in respect of
a breach by the Company of its obligations shall not be construed as a justification or
excuse for a further breach of its obligations. 






	 	
No
delay or omission to exercise any right, power, or remedy accruing to the Creditor upon
any breach or default by the Company shall impair any such right or remedy nor shall it
be construed to be a waiver of any such breach or default, or any acquiescence therein or
in any similar breach or default thereafter occurring. 






	 	
The
rights of the Creditor hereunder may be exercised as often as necessary and are
cumulative and not exclusive of its rights under the general law. 






	 	15.3 	Amendments







	 	
Any
term of this Debenture may be amended or modified only by a written document signed by
the Company and the Creditor. 






	 	15.4 	Entire
Agreement 






	 	
This
Debenture together with the Debenture – Floating Charge, the Debenture Fixed Charge
(IP) and the Venture Loan Agreement, all as may be amended and/or supplemented from time
to time, contain the entire understanding of the parties with respect to their subject
matter and all prior negotiations, discussions, agreements, commitments and
understandings between them with respect thereto not expressly contained herein shall be
null and void in their entirety, effective immediately with no further action required. 






43







	 	15.5 	Severability







	 	
If
a provision of this Debenture is or becomes illegal, invalid or unenforceable in any
jurisdiction, that shall not affect the validity or enforceability in that jurisdiction
of any other provision hereof or the validity or enforceability in other jurisdictions of
that or any other provision hereof. 






	 	
Where
provisions of any applicable law resulting in such illegality, invalidity or
unenforceability may be waived, they are hereby waived by each party to the full extent
permitted so that this Debenture shall be deemed valid and binding agreements, in each
case enforceable in accordance with its terms. 






	 	15.6 	Counterparts,
Facsimile Signatures 






	 	
This
Debenture may be executed in any number of counterparts, and this has the same effect as
if the signatures on the counterparts were on a single copy of the Debenture. A signed
Debenture received by a party hereto via facsimile will be deemed an original, and
binding upon the party who signed it. 






	 	15.7 	Governing
Law and Venue 






	 	
This
Debenture shall be governed by and construed in accordance with the laws of the State of
Israel, without giving effect to the principles thereof relating to conflict of laws. The
competent courts of the city of Tel Aviv-Jaffa shall have exclusive jurisdiction to hear
all disputes arising in connection with this Debenture and no other courts shall have any
jurisdiction whatsoever in respect of such disputes. 






	 	15.8 	Further
Actions 






	 	
Each
of the parties hereto shall perform such further acts and execute such further documents
as may reasonably be necessary to carry out and give full effect to the provisions of
this Debenture and the intentions of the parties as reflected thereby. 






	 	15.9 	No
Third-Party Beneficiaries 






	 	
Nothing
in this Debenture shall create or confer upon any person or entity, other than the
parties hereto or their respective successors and permitted assigns, any rights,
remedies, obligations or liabilities, except as expressly provided herein. 






	 	       15.10 	VAT 






	 	
To
the extent that any amount payable under this Debenture is subject to VAT by law, the
party paying such amount shall pay the VAT against receipt of a duly issued VAT invoice. 






[rest of page
intentionally left blank] 




44








[Signature Page of
Debenture] 



IN WITNESS WHEREOF this Debenture has
been executed by the Parties, on the day and year first above written. 





		
	——————————————
NEGEVTECH Ltd.	——————————————
Kreos Capital II Limited
	 
	By:	By:
	 
	Title:	Title:
		








45







SCHEDULE 1 



List of Equipment 




[***] 



	*** 	Text
omitted and filed separately with the Securities and Exchange Commission pursuant to
17 CFR § 230.406 and § 200.80(b)(4). 









46








SCHEDULE 2 



Form of Notice of
Assignment 



To:     [Insurer] 


Date: [                ]


Dear Sirs,



We hereby give you notice (the
“Notice”) that we have assigned by way of security (the
“Assignment”) all of our right, title and interest in and to
[insurance policy no. ______ and the proceeds thereof] (the “Relevant
Documents”) to Kreos Capital II Limited (the “Creditor”),
pursuant to a Debenture entered into by us in favour of the Creditor dated the date
hereof, in relation to the Equipment as set out in the attached Appendix. 



Notwithstanding the Assignment, we
remain liable to perform all our obligations under the Relevant Documents, if any, and the
Creditor will have no liability in respect of those obligations. 



We hereby irrevocably instruct and
authorise you to: 



	(i)  	make
all payments under or arising from the Relevant Documents to the following
          account with the Creditor (or such other account as the Creditor may notify you
          in writing): 






	 	
Name:

Number:

Branch: 








	(ii)  	disclose
to the Creditor without any reference to or further authority from us           and
without any enquiry by you as to the justification for such disclosure, such
          information relating to the Relevant Documents as the Creditor may at any time
          and from time to time request, to the extent we were entitled to request such
          information pursuant to the terms of the Relevant Documents; 






	(iii)  	comply
with the terms of any written notice or instructions in any way relating           to, or
purporting to relate to, the Assignment, the sums payable to us from time           to
time in respect of the Relevant Document or the debts represented thereby           which
you receive at any time from the Creditor in respect of the Relevant           Document
without any reference to or further authority from us and without any           enquiry
by you as to the justification for or validity of such notice or           instruction,
to the extent we were entitled to issue such instruction or notice           pursuant to
the terms of the Relevant Document; and 






	(iv)  	send
copies of all certificates, notices, documents and other information           supplied
to us in relation to the Relevant Document to the Creditor. 






Please also note that these
instructions are not to be revoked or amended without the prior written consent of the
Creditor.  



This letter shall be governed by and
construed in accordance with Israeli law. 



Yours faithfully, 




	——————————————

 NEGEVTECH Ltd.		






47








SCHEDULE 3 



Acknowledgement of
assignment of Insurances 




	To:  	(1)
Kreos Capital II Limited






	 	
(2)
NEGEVTECH Ltd. 





[Date]



Dear Sirs, 



We acknowledge receipt of the
attached notice of assignment (the “Notice”) and we irrevocably and
unconditionally consent to the assignment set out in it and we undertake to be bound by
its terms. 



We confirm that we have not received
notice of any other assignment of the Relevant Document. This Acknowledgement will be
governed by and construed in accordance with Israeli law. 




	——————————————
For and on behalf of

[_____________]		







48







SCHEDULE 4 



Notice of
assignment of Compensation Proceeds 



To: [                 ]


[Date]



Re: The equipment set
out in the attached schedule (the “Equipment”) 



We hereby give you notice (the
“Notice”) that we have assigned by way of security (the
“Assignment”) to Kreos Capital II Limited (the
“Creditor”), all of our right, title and interest, present and
future, to all amounts that are payable under the Property Tax and Compensation Fund Law,
5721-1961, and under any other applicable law, arising in connection with
the Equipment (“Compensation Proceeds”). 



Please acknowledge that you have
received this Notice by signing and returning to each of the Creditor
and ourselves a copy of the attached Acknowledgement. 



This Notice will be governed by and
construed in accordance with Israeli law. 




	——————————————

For and on behalf of

NEGEVTECH Ltd.		







49








SCHEDULE 



Description of
Equipment 



	Equipment 	Serial Number/Identification 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 







50








Schedule 5 



Acknowledgement of
assignment of Compensation Proceeds 



Re: The equipment set
out in the attached schedule (the “Equipment”) 




	To:  	(1)
Kreos Capital II Limited






	 	
(2)
NEGEVTECH Ltd. 





[Date]



Dear Sirs, 



We acknowledge receipt of the
attached notice of assignment (the “Notice”) and we irrevocably and
unconditionally consent to the assignment set out in it and we undertake to be bound by
its terms. 



We confirm that we have not received
notice of any other assignment of the Compensation Proceeds. 



This Acknowledgement will be governed
by and construed in accordance with Israeli law. 





	——————————————

For and on behalf of

[                                               ]		






51







SCHEDULE 



Description of Equipment 



	Equipment  	Serial Number/Identification 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 






52








DEBENTURE –
FLOATING CHARGE 



UNLIMITED IN AMOUNT 



BETWEEN 



NEGEVTECH LTD.

as Company 



AND 



KREOS CAPITAL II LIMITED

as Creditor 



DATED March 30, 2008 



53







DEBENTURE – FLOATING
CHARGE  



THIS DEBENTURE – FLOATING
CHARGE is dated the 30th day of March 2008 between: 



	1.  	NEGEVTECH
LTD., a company organized under the laws of the State of           Israel, with
registered number 51-163426-3 and registered office at 12 Hamada           St. Rehovot
76703, Israel (the “Company”); and 






	2.  	Kreos
Capital II Limited, a company incorporated in Jersey under           registered
number 05981165 whose registered office is at 47 Esplanade, St           Helier, Jersey
(the “Creditor”). 






WHEREAS: 



	(A)  	The
Creditor has agreed to lend certain sums to the Company pursuant to an
          agreement between the Company, and the Creditor dated March 30, 2008 (the
          “Venture Loan Agreement”); and 






	(B)  	In
order to secure the full and punctual payment and performance when due of the
          Secured Liabilities, the Company has agreed to: (i) charge by way of first
          ranking fixed charge all the Company’s equipment specified in Schedule I
of           the Debenture Fixed Charge in favour of the Creditor in accordance with the
          terms thereto; (ii) charge by way of second ranking floating charge all the
          Company’s assets, in favour of the Creditor in accordance with the terms
          hereof; and (iii) charge by way of second ranking fixed charge the
          Company’s intellectual property in favour of the Creditor in accordance
          with the terms of the “Debenture – Fixed Charge (IP)          (as
defined below). 







NOW THEREFORE, the parties
agree as follows: 



	1.  	DEFINITIONS
AND INTERPRETATION  






	 	       1.1 	In
this Debenture, the following terms shall have the following meanings:






	 		
	 	Bank Leumi Fixed -Charge 	Means the first rank fixed charge created under that certain debenture fixed charge, by the Company in favour of Bank Leumj Le'Israel, on March 2, 2005.
	 	  
	 	Bank Leumi Fixed Charge (Deposits) 	Means the first rank fixed charge created by the Company under that certain debenture fixed charge over the Company's deposits, in favour of Bank Leumj Le'Israel, on February 20, 2007.
	 	  
	 	Bank Leumi Floating Charge 	Means the first rank floating charge created, under that certain debenture floating charge, by the Company in favour of Bank Leumi Le Israel, on December 22, 2004.
	 	  
	 	Charged Assets 	Those assets of the Company charged, pledged or assigned by way of charge to the Creditor pursuant to Section 3 (Security).
	 	  
	 	Debenture 	This Debenture - Floating Charge.
	 	  
	 	Debenture- Fixed Charge 	Means the Debenture - Fixed Charge signed between the Company and the Creditor on the date hereof, as may be amended from time to time.







54







	 		
	 	Debenture - Fixed Charge (IP) 	Means the Debenture - Fixed Charge (IP) signed between the Company and the Creditor on the date hereof, as may be amended from time to time.
	 	  
	 	Indemnified Persons 	As defined in Section 12.
	 	  
	 	Insurances 	Means:
	 		








	 	(a) 	all
contracts and policies of insurance executed and/or issued from time to           time in
relation to any of the Charged Assets;  






	 	(b) 	all
payments to the Company in relation to (a) above, and  






	 	(c) 	all
claims, rights and remedies of the Company arising from (a) and (b) above.  






	 		
	 	Intellectual Property 	As defined in Schedule 1 of this Debenture.
	 	  
	 	Kreos Fixed Charge 	Means the first ranking fixed charge created under the Debenture - Fixed Charge.
	 	  
	 	Kreos Fixed Charge (IP) 	Means the second ranking fixed charge created under the Debenture - Fixed Charge (IP).
	 	  
	 	Kreos Floating Charge 	Means the second ranking floating charge created under the Debenture - Floating Charge.


































			
		Ordinary Course of Business  	to the extent it relates to Intellectual  Property or any other Charged
               Assets,   includes  any  license  agreement,   any  sale  agreement  of
               products,  services,  goods or inventory,  any distribution,  resale or
               agent  agreement,  any  OEM or  similar  agreement,  any  manufacturing
               agreement,  any joint development agreement,  any lease agreement,  any
               joint  venture  agreement  in the  context  of any of the  above or any
               waiver or  compensation  with  regards  to any of the  Charged  Assets,
               provided,  however,  that an agreement  that  constitutes  an effective
               transfer,   or  includes  a  potentially   effective  transfer,   of  a
               significant  part of the  technology  of the Borrower or a  significant
               part of the  assets  of the  Company  will  not be  regarded  as in the
               Ordinary  Course  of  Business.   By  way  of  example,  an  exclusive,
               perpetual,  worldwide  license for a core  technology of the Company or
               Negevtech  Inc. or an OEM  agreement  according  to which a company was
               given an exclusive  right to use a core  technology  for all  potential
               applications  of  that  technology  would  not  be  regarded  as in the
               Ordinary  Course of  Business.  Any escrow  agreement  entered  into as
               part of a transaction  which is in the Ordinary Course of Business will
               be regarded as part of the Ordinary  Course of Business  provided that,
               upon the  release  of the  escrow,  the  beneficiary  of the  escrow is
               entitled  to  use  the  technology  of  the  Borrower  only  as  may be
               necessary  to fulfil the  Company's or  Negevtech  Inc.'s  undertakings
               under such transaction.







55






	 		
	 	Plenus Group 	Means the lenders under the Loan Agreement as of October 11, 2005, namely: Plenus Technologies Ltd, Bank Leumi Le-Israel BM, Golden Gate Bridge Found LP, Plenus II LP and Plenus II (D.S.M.) LP.
	 	  
	 	Plenus Group Fixed Charge 	Means the first rank fixed charge created under that certain debenture fixed charge, by the Company, in favour of the Plenus Group on November 30, 2005.
	 	  
	 	Plenus Group Floating Charge 	Means the first rank floating charge created under that certain debenture floating charge, by the Company, in favour of the Plenus Group on November 30, 2005.
	 	  
	 	Receiver 	A receiver, trustee, administrator, administrative receiver, custodian, conservator, special manager or other similar official appointed by or on application of the Creditor, pursuant to the terms of this Debenture.
	 	  
	 	Secured Liabilities 	As defined in Section 2.1.
	 	  
	 	Security Interest 	Any mortgage, pledge, lien, hypothecation, assignment by way of security, security interest or other charge or encumbrance over, of or in the relevant property.
	 	  
	 	Venture Loan Agreement 	As defined in the First Recital.
	 		







	 	1.2	Words
and defined terms denoting the singular number include the plural and vice versa and the
use of any gender shall be applicable to all genders. 






	 	       1.3 	The
paragraph  headings are for the sake of  convenience  only and shall not affect the
 interpretation                 of this Debenture.






	 	1.4	The
recitals, schedules, appendices, annexes and exhibits hereto form an integral part of
this Debenture. 






	2.  	PURPOSE  






	 	2.1 	Secured
Liabilities 






	 	
The
Security Interests created by this Debenture are created to secure the full and punctual
payment and performance of all the Company’s obligations pursuant to the Venture
Loan Agreement together with all expenses and other amounts due or to become due from the
Company under the terms of this Debenture including, without limitation, reasonable legal
fees, the fees and costs of any Receiver and any other costs incurred in realizing the
Security Interests granted hereunder (all such amounts, the “Secured Liabilities”). 






	 	2.2 	Prepayment







	 	
Except
as expressly set forth in Section 4.4 of the Venture Loan Agreement or any other
provisions thereof: (i) the Company shall not be entitled to discharge any amount of the
Secured Liabilities prior to the agreed date for payment thereof; and (ii) neither the
Company nor any third party having a right liable to be affected by the charges hereby
created or the realisation thereof shall have any right under Section 13(b) of the Pledge
Law, 5727-1967 or any other statutory provisions in substitution therefor. 






56







	3.  	SECURITY  






	 	3.1 	Creation
of Floating Charge 






	 	
As
security for the full and punctual payment or performance when due (whether at stated
maturity, acceleration or otherwise) of the Secured Liabilities by the Company, the
Company hereby, absolutely and unconditionally charges in favour of the Creditor by way
of second ranking floating charge: 






	 	(a) 	to
the maximum extent possible, all of the Company’s rights, title and
          interests in and to all of its present and future tangible and intangible
          assets, properties, rights and interests of any kind, whether contingent or
          absolute, including (for purposes of illustration), but in no way limited to,
          the assets described in Schedule 1 hereto; and  






	 	(b) 	to
the extent not included in the foregoing, all present and future rights to
          compensation, indemnity, insurance proceeds, warranty or guaranty accruing to
          the Company by reason of the loss of, damage to or expropriation of, or any
          other event or circumstance with respect to, such Charged Assets and all
          proceeds and benefits directly deriving from such Charged Assets (including,
          without limitation, those received upon any collection, exchange, sale or other
          disposition of such Charged Assets and any property into which such Charged
          Assets are converted, whether cash or non-cash) (Sections 3.1(a) and (b)
          collectively, the “Charged Assets”).  






	 	
The
Company hereby assigns to and in favour of the Creditor by way of second ranking floating
charge (and each of the following shall be deemed to be expressly included in paragraph
(b) above): 






	 	(i) 	all
present and future rights, claims and remedies of the Company under and in
          respect of the Insurances and any monies paid or payable pursuant thereto
          whether held in or for the benefit of any trust or other account relative
          thereto or otherwise;  






	 	(ii) 	all
of the present and future rights, claims and remedies of the Company under           and
deriving from the Property Tax and Compensation Fund Law, 5721-1961 as in           force
from or at any relevant time, and under any other applicable law arising           in
connection with the Charged Assets;  






	 	(iii) 	all
present and future rights to compensation, indemnity, warranty or guaranty
          accruing to the Company by reason of the loss of, damage to or expropriation
of,           or any other event or circumstance with respect to, the Charged Assets.  






57







	 	3.2 	Second
Ranking 






	 	
The
Company specifically acknowledges that all of the Security Interests created by the
Company under Section 3 (Security) of this Debenture shall rank in priority to any other
Security Interests created by the Company, other than Plenus Floating Charge and Bank
Leumi Floating Charge. 






	4.  	PRESERVATION
OF SECURITY  






	 	4.1 	Continuing
Security 






	 	
The
Company declares and agrees that:  






	 	(a) 	the
Security Interests created by this Debenture shall remain in force as
          continuing security for the payment and discharge of the Secured Liabilities
and           shall remain in force notwithstanding any other act, event or matter
whatsoever,           and, subject to Section 4.4, shall be released and discharged only
upon the           execution by the Creditor of a written release of the Security
Interests created           by this Debenture;  






	 	(b) 	the
Security Interests created and the powers conferred by this Debenture are           in
addition to, and are not in any way prejudiced or affected by, any other
          agreement between the Company and the Creditor; and  






	 	(c) 	the
Creditor will not be bound to enforce any other Security Interests before
          enforcing the Security Interests created by this Debenture.  






	 	4.2 	Nature
of Security Interests 






	 	
All
Security Interests that have been or may be created in favour of the Creditor for payment
and performance of the Secured Liabilities shall be independent of one another. 






	 	
For
the avoidance of doubt, it is hereby clarified that this Debenture is in addition to the
Debenture – Fixed Charge (and in no manner in lieu thereof or replacement thereto),
and in addition to the Debenture – Fixed Charged (IP) (and in no manner in lieu
thereof or replacement thereto), and each of this Debenture, the Debenture – Fixed
Charge and the Debenture – Fixed Charge (IP) shall independently serve as aforesaid
to secure the Secured Liabilities in their entirety. Without derogating from the
generality of the foregoing or from any other right of the Creditor, the Creditor shall
have the right to act on this Debenture, on the Debenture – Fixed Charge, or on the
Debenture Fixed Charged (IP) or on all three, in each case in connection with the
Security Interest created by each (including, without limitation, with respect to any and
all assets, properties and rights subject to both this Debenture and the Debenture- Fixed
Charge); and no action or omission relating to any such Security Interest shall prevent
or estop the Creditor from invoking such other Security Interest, at the same time or
subsequently. 






58







	 	4.3 	Liability
of the Company; Security Interest Absolute 






	 	(a) 	The
Company is a principal debtor and the Charged Assets are a principal           security
for the Secured Liabilities and, without prejudice to the foregoing,           none of
the rights of the Creditor, the Security Interests created hereunder or           the
liabilities or obligations of the Company or any third party, shall be           impaired
or discharged by (without limitation):  






	 	(i) 	the
Creditor releasing any of the Charged Assets or granting any time or any
          indulgence whatsoever to or making any settlement, composition or arrangement
          with any third party;  






	 	(ii) 	the
Creditor asserting or pursuing, failing or neglecting to assert or pursue,           or
delaying in asserting or pursuing, or waiving, any of its rights or remedies
          against the Company or any third party arising under or by virtue of this
          Debenture or otherwise;  






	 	(iii) 	the
Creditor making any variation, amendment or supplement to this Debenture,           any
agreement between the Creditor and the Company or any third party or any           other
document or instrument from time to time entered into between the Company           or
any third party and the Creditor;  






	 	(iv) 	any
change in the time, manner, place of payment or any other term or condition           of
the Secured Liabilities, or any other amendment or waiver of or under any
          agreement between the Creditor and the Company, the Charged Assets or any
          document related thereto;  






	 	(v) 	the
non-perfection of any Security Interest or any release, waiver or amendment
          from any guaranty for all or part of the Secured Liabilities;  






	 	(vi) 	the
Creditor taking, accepting, varying, dealing with, enforcing, abstaining           from
enforcing, surrendering, exchanging or releasing any Security Interest in
          relation to the Company or any third party in such manner as any of them thinks
          fit, or claiming, proving for, accepting or transferring any payment in respect
          of the Secured Liabilities or the liabilities of any other third party in any
          composition by, or winding up of, any such party and/or any third party, or
          abstaining from so claiming, proving, accepting or transferring;  






	 	(vii) 	any
lack of enforceability of any or all of any agreement between the Creditor           and
the Company, the Secured Liabilities, any security therefore or any           agreement
or document relating thereto; or  






	 	(viii) 	to
the fullest extent permitted by applicable law, any other circumstance that
          could otherwise constitute a defence to or discharge of the Company or any
third           party, other than the payment and performance in full of the Secured
          Liabilities.  






59







	 	(b) 	Notwithstanding
anything to the contrary contained in this Debenture, the           Company will remain
liable to observe and perform all of the conditions and           obligations relating to
or constituting the Secured Liabilities or the Charged           Assets and neither the
Creditor nor any Receiver will be under any obligation or           liability with
respect to the Secured Liabilities or the Charged Assets by           reason of or
arising out of this Debenture. Neither the Creditor nor any           Receiver will be
required in any manner to perform or fulfil any of the           obligations of the
Company in respect of the Secured Liabilities or the Charged           Assets, or to make
any payment, or to make any enquiry as to the nature or           sufficiency of any
payment received by it, or to present or file any claim or           take any action or
to collect any amount or enforce any right or remedy           hereunder.  






	 	(c) 	The
exercise by the Creditor of any of the rights or remedies hereunder shall           not
release the Company from any of its liabilities or obligations under any
          agreement between the Creditor and the Company unless the Secured Liabilities
          have been undisputedly satisfied in full as a result of such exercise by the
          Creditor of any of the rights or remedies hereunder; for the avoidance of
doubt,           the application of the Charged Assets to satisfy part of the Secured
Liabilities           shall not release the Company from its obligation to pay and
perform the Secured           Liabilities in full.  






	 	4.4 	Avoidance
of Payments 






	 	
To
the extent that the Company or any third party on behalf of the Company makes a payment
or payments to the Creditor, or the Creditor enforces any Security Interest or exercises
any right of set-off and such payment or payments or the proceeds of such enforcement or
set-off or any part thereof are subsequently avoided or set aside, declared to be
fraudulent or preferential or required to be repaid or refunded or reduced by virtue of
any applicable law relating to bankruptcy, insolvency, administration, receivership,
liquidation or similar proceedings, the Secured Liabilities or any part thereof
originally intended to be satisfied, and this Debenture and all Security Interests,
rights and remedies therefore shall be revived and continued in full force and effect as
if such payment or payments had not been made or such enforcement or set-off had not
occurred. 






	5.  	REPRESENTATIONS
AND WARRANTIES  






	 	
The
Company hereby represents and warrants as follows:  






	 	5.1	It
is duly incorporated and validly existing under the laws of the State of Israel, with
power and authority to own assets and to carry on its business as now being conducted. 






	 	5.2	It
is duly and validly registered with the Israeli Registrar of Companies, with company
number 51-163426-3. 






	 	5.3	It
has the power to enter into and perform, and has taken all necessary action to authorise
the entry into, performance and delivery of, this Debenture and the transactions
contemplated hereby. 






60







	 	5.4	All
corporate action on the part of the Company, its directors, and its shareholders
necessary for the authorisation, execution and delivery of the Debenture and the
performance of all of its obligations hereunder have been taken. 






	 	       5.5 	This
Debenture  constitutes its legal, valid and binding obligation  enforceable in accordance
with its                 terms.






	 	5.6	All
authorisations required in connection with the entry into, performance, validity and
enforceability of this Debenture and the transactions contemplated hereby have been
obtained or effected and are in full force and effect and no steps have been taken to
revoke or cancel any authorisation obtained or effected. 






	 	5.7	The
Security Interests created hereby constitute a legal, valid and binding, second ranking
floating charge over the Charged Assets, enforceable in accordance with the terms hereof.
This Debenture confers the Security Interests it purports to confer over all of the
Charged Assets and those Security Interests: 






	 	(a) 	are
not subject to any senior, pari passu, junior or subordinated Security
          Interests (other than (i) any lien arising by operation of law in the ordinary
          course of business; (ii) the Kreos Fixed Charge; (iii) the Bank Leumi Floating
          Charge; (iv) the Plenus Group Floating Charge; (v) the Bank Leumi Fixed Charge;
          (vi) the Bank Leumi Fixed Charge (Deposits); (vii) the Kreos Fixed Charge (IP);
          and (viii) the Plenus Fixed Charge)  






	 	(b) 	are
not liable to avoidance, due to (i) bankruptcy, winding-up, creditors’          arrangement
or any other similar insolvency proceedings for the reorganisation           of the
affairs of the Company or (ii) any other similar act or circumstance of           the
Company on the date of execution of this Debenture.  






	 	5.8	It
has good and marketable title to the Charged Assets, free and clear of any Security
Interests, except for: (i) the Kreos Fixed Charge; (ii) the Plenus Group Floating Charge;
(iii) the Bank Leumi Floating Charge; (iv) the Kreos Fixed Charge (IP); the Bank Leumi
Fixed Charge; (v) Bank Leumi Fixed Charge (Deposits); (vii) the Plenus Group Fixed Charge
(With the above seven exceptions, the Charged Assets are not affected by any restriction
or condition relating to the transfer of ownership therein or to the mortgage, pledge or
charge thereof under any agreement whatsoever. 






	 	       5.9 	The
Charged  Assets  that are  tangible  assets are in all  material  respects in good and
 substantial                 repair.






	6.  	UNDERTAKINGS  






	 	
The
Company hereby undertakes as follows:  






	 	6.1	It
shall not sell, convey, transfer, grant or lease or otherwise dispose of (or agree to do
any of the foregoing at any future time) any Charged Asset [“Dispose”],
other than in the Ordinary Course of Business. It is hereby clarified that without
derogating from the above, the Company may Dispose of any of its inventory as it deems
appropriate for the purpose of its business, provided, however, that such disposal shall
be in the ordinary course of business and for the consideration determined by the Board
of Directors of the Company (or in the absence of such determination, for a reasonable
consideration) and may Dispose the Intellectual Property or any other Charged Assets in
the Ordinary Course of Business. 






61







	 	6.2	It
shall not create or permit to subsist any Security Interest on (or agree to do any of the
foregoing at any future time) any of the Charged Assets (whether ranking in priority or
parity to or after the Security Interests created hereby), except for (i) the Kreos Fixed
Charge; (ii) the Plenus Group Floating Charge; (iii) the Bank Leumi Floating Charge; (iv)
the Kreos Fixed Charge (IP); the Bank Leumi Fixed Charge; (v) Bank Leumi Fixed Charge
(Deposits); (vii) the Plenus Group Fixed Charge 






	 	6.3	It
shall defend the Charged Assets or cause the Charged Assets to be defended against, and
shall take, at its expense, any reasonable action necessary to remove any Security
Interest over the Charged Assets (except with regard to the charges specified in Section
5.8 ), and shall defend the right, title and interest of the Creditor in and to any
Charged Asset against the claims and demands of all other persons. 






	 	6.4	It
shall keep the Charged Assets which are equipment in good working order and condition
(normal wear and tear excepted). The Company shall repair any damage or defect which may
occur to such Charged Assets, in whole or in part, as the result of use or for any other
reason whatsoever. Without derogating from its obligations hereunder, the Company shall
notify the Creditor immediately of any material damage or defect to the Charged Assets or
any part thereof. 






	 	6.5	It
will not take any action which could prejudice or damage the Charged Assets or the
enforceability of the Security Interests created hereunder. 






	 	6.6	It
shall deposit with the Creditor all copies of certificates and other documents of title
or evidence of ownership in the Charged Assets and all ancillary documents relating to or
affecting the Charged Assets as the Creditor may from time to time specify. 






	 	6.7	It
will allow the Creditor or the Creditor’s representatives at all times to inspect
the condition of the Charged Assets wherever the same may be. 






	 	6.8	The
Company shall keep insured at all times the Charged Assets which are eligible for being
insured, for full value and shall comply with the terms of such insurance policies. 






	 	6.9	The
Company shall, forthwith upon the Creditor’s first demand, furnish the Creditor with
any licence, confirmation, certificate, receipt or other document which, in the opinion
of the Creditor, is required or necessary for purpose of proof of compliance by the
Company with its obligations under this Section 6. 






	 	6.10	Without
derogating from the rights of the Creditor, the Company shall notify the Creditor of any
default under this Debenture (and the steps, if any, being taken to remedy it) promptly
upon it becoming aware of the occurrence thereof. In particular, the Company shall: 






	 	(a) 	notify
the Creditor immediately of the occurrence of any seizure, requisition,
          expropriation or forfeiture of the Charged Assets or any part thereof;  






62







	 	(b) 	notify
the Creditor immediately of the imposition of any attachment or the           issue of
any execution proceedings or of any application for the appointment of           a
receiver, trustee, administrator, administrative receiver, custodian,
          conservator, special manager or other similar official (whether interim or
          permanent) over or with respect to the Charged Assets or any part thereof and
          shall immediately notify the authorities that levied such attachment or issued
          such execution proceedings or received the application for the appointment of
          such receiver, trustee, administrator, administrative receiver, custodian,
          conservator, special manager or other similar official and any third party who
          initiated or applied for such action, of this Debenture in favour of the
          Creditor, and forthwith to take, at the expense of the Company, all steps
          necessary for the discharge of such attachment, execution proceedings or
          appointment, as the case may be.  






	 	6.11	The
Company shall, forthwith following the execution of this Debenture, register the Security
Interests created by this Debenture with the Israeli Registrar of Companies and any other
necessary registry and perfect such registration within 14 days from the date hereof and
shall deliver to the Creditor original certificates of registration of such Security
Interests. 






	 	6.12	The
Company shall, forthwith following the execution of the Debenture, , deliver to the
Creditor, Notices of Assignment in the form of Schedule 2 and Schedule 4, duly executed
by the Company or on its behalf and addressed, in the case of notices in the form of
Schedule 2, to each of the insurers liable on the Insurances and, in the case of the
notice in the form of Schedule 4, to the relevant governmental agency, and shall use all
reasonable endeavours to ensure that the said insurers and governmental agency execute an
acknowledgement of receipt of every such Notice of Assignment in the form of Schedule 3
and Schedule 5 respectively The Notices of Assignment shall be held in escrow by Sharir
Shiv Kadouch & Co. Law Office, until the occurrence of any Event of Default. 






	 	6.13	For
the avoidance of doubt, and notwithstanding anything to the contrary herein, it is hereby
clarified that with respect to any and all of the assets, properties and rights of the
Company which are, or which may in the future be, subject to the charge under the
Debenture – Fixed Charge, and under the Debenture Fixed Charge (IP), the Company is
and shall be subject to the terms, conditions, limitations and restrictions contained in
the Debenture – Fixed Charge and in the Debenture Fixed Charge (IP) in addition to
those contained herein 






	7.  	RIGHTS
OF THE CREDITOR  






	 	7.1 	Creditor’s
Right to Perform 






	 	
Without
derogating from the rights of the Creditor to realize the Security Interests granted
hereunder, if the Company for any reason whatsoever fails to duly and punctually observe
or perform or comply with any of its obligations under this Debenture, including under
Section 6, the Creditor shall, after giving written notice to the Company, have the
power, on behalf of or in the name of the Company or otherwise, to perform the
obligations and to take any steps which the Creditor may, in its absolute discretion,
consider appropriate with a view to remedying, or mitigating the consequences of the
failure, but without in any way becoming liable therefor and provided that the exercise
of this power, or the failure to exercise it, shall in no circumstances prejudice the
Creditor’s rights hereunder. 







63







	 	7.2 	Set-Off







	 	
The
Creditor may, at any time, set off any sum, whether in Israeli currency or in foreign
currency, as the case may be, due or owing to the Company from the Creditor in any
account, manner or circumstance whatsoever, against the Secured Liabilities, in whole or
in part. In no event and under no circumstances may the Company set off any sum that may
be due or owing to the Company from the Creditor in any account, manner or circumstance
whatsoever, against the Secured Liabilities, in whole or in part. 






	8.  	DEFAULT
AND ENFORCEMENT  






	 	8.1 	Events
of Default 






	 	
The
occurrence of any of the following events shall constitute an Event of Default:  






	 	(ee) 	the
preconditions set out in Clause 2.5 of the Venture Loan Agreement are not
               satisfactorily accomplished within forty five (45) days of signature of
the                Venture Loan Agreement unless the period for satisfactory
accomplishment is                extended pursuant to and in accordance with Clause 3.2
of the Venture Loan                Agreement; or  






	 	(ff) 	the
Company fails to pay when due and payable or (if so payable) on demand any
               sum payable under the Venture Loan Agreement or the Security Documents or
under                any document relating to the Security Documents provided however
that such                failure to pay shall not constitute an Event of Default if such
failure has been                rectified within five (5) Business Days after the
Creditor has advised the                Company of such non-payment; or  






	 	(gg) 	any
other breach by the Company occurs of any provision of the Venture Loan
               Agreement or the Security Documents (other than a breach covered by this
section                8.1) unless: (i) the Creditor notifies the Company in writing that
it is                satisfied that the breach has not put any of the Security for the
Loan                immediately at risk and that it considers that the breach is capable
of remedy;                and (ii) within ten (10) Business Days after the Creditor
serves on the Company                a notice of default under the Venture Loan
Agreement, or such longer period as                the Creditor may specify in such
notice, the Company remedies the breach to the                satisfaction of the
Creditor; or  






	 	(hh) 	any
representation, warranty or statement made by, or by an officer of, the
               Company in the Venture Loan Agreement or the Security Documents or in a
Drawdown                Notice or any other notice or document relating to the Venture
Loan Agreement or                any other Security Document is untrue or misleading in
any material respect when                it is made in a manner that adversely affect the
Charged Assets; or  






	 	(ii) 	financial
indebtedness of the Company in an amount of at least US$250,000 is not
               paid when due as a consequence of a default with respect thereto or any
Security                Interest over any assets of the Company is lawfully enforced; or  






64







	 	(jj) 	any
order shall be made by any competent court or any resolution shall be passed
               by the Company for the appointment of a liquidator, administrator or
receiver                of, or for the winding up of, the Company and, in any such case,
such order or                resolution is not set aside, cancelled or revoked within
thirty (30) Business                Days after being made or passed and is contested by
the Company, within fifteen                (15) days in good faith in circumstances where
the sum of money owed is fully                covered by reserves; or  






	 	(kk) 	an
encumbrancer takes possession of or a receiver is appointed over the whole
               or, in the opinion of the Creditor, any material part of, the assets of
the                Company or a distress, execution or other process is levied or
enforced upon or                sued out against the whole or a material part of the
assets of the Company and,                in any such case, if such procedure is not
terminated within thirty (30)                Business Days after commencement and is
contested by the Company within fifteen                (15) days in good faith in
circumstances where the sum of money owed is fully                covered by reserves; or  






	 	(ll) 	the
Company shall stop payment or shall be unable to, or shall admit inability
               to, pay its debts as they fall due, or shall be adjudicated or found
bankrupt or                insolvent, or shall enter into any composition or other
arrangement with its                creditors generally; or  






	 	(mm) 	any
event shall occur which under the law of any jurisdiction to which the
               Company is subject has an effect equivalent or similar to any of the
events                referred to in Clause 8.1.6, 8.1.7 or 8.1.8 of the Venture Loan
Agreement; or  






	 	(nn) 	the
Company ceases or suspends carrying on its business or a material part of
               its business; or  






	 	(oo) 	it
becomes unlawful or impossible (i) for the Company to discharge any liability
               under the Venture Loan Agreement or to comply with any other material
obligation                under the Venture Loan Agreement or the Security Documents, or
(ii) for the                Creditor to exercise or enforce any right under, or to
enforce any Security                Interest created by the Venture Loan Agreement or the
Security Documents; or  






	 	(pp) 	any
material provision of the Venture Loan Agreement or the Security Documents
               proves to have been or becomes invalid or unenforceable, or a Security
Interest                created by the Security Documents proves to have been or becomes
invalid or                unenforceable or such a Security Interest proves to have ranked
after, or loses                its priority under the Venture Loan Agreement and \or the
Security Documents (to                the extent such priority applies under the Venture
Loan agreement and \or the                Security Documents) to, another Security
Interest or any other third party claim                or interest, provided however that
if the Company proposes replacement security                which the Creditor accepts,
and such replacement security is constituted in a                manner acceptable to the
Creditor within such period of time as the Creditor may                require, such
event shall cease to constitute an Event of Default; or  






65







	 	(qq) 	the
security constituted by the Security Documents is in any way materially
               imperilled or in jeopardy (including by way of decrease in market value
below a                normal depreciation, but excluding depreciation made in accordance
with US GAAP)                provided however that if the Company proposes replacement
security which the                Creditor accepts, and such replacement security is
constituted in a manner                acceptable to the Creditor within such period of
time as the Creditor may                require, such event shall cease to constitute an
Event of Default; or  






	 	(rr) 	any
other event (whether related or not) occurs (including, without limitation,
               a material adverse change, from the position applicable as at the date of
the                Venture Loan Agreement) in the business affairs or condition
(financial or                otherwise) of the Company), the effect of which is to
materially imperil, delay                or prevent the due fulfilment by the Company of
any of its obligations or                undertakings in the Venture Loan Agreement or
the Security Documents; or  






	 	(ss) 	any
event of default (howsoever described) specified in any loan agreement or
               security document signed by the Company and underlying: (i) the Bank Leumi
               Floating Charge; (ii) the Plenus Group Floating charge; (iii) the Kreos
Fixed                Charge; (iv) the Kreos Fixed Charge (IP); the Bank Leumi Fixed
Charge; (v) Bank                Leumi Fixed Charge (Deposits); (vii) the Plenus Group
Fixed Charge  






	 	8.2 	Creditor’s
Powers 






	 	(a) 	On
the occurrence of an Event of Default, the Creditor shall be entitled to
          declare any or all of the Secured Liabilities immediately due and payable.  






	 	(b) 	On
and at any time after the occurrence of an Event of Default, the Creditor           shall
also be entitled to take all such steps as it sees fit to collect the           Secured
Liabilities from the Company and, in addition thereto, without prejudice           to any
and all of its other rights, to realise the Charged Assets, whether by           the
application for the appointment of a Receiver or whether by any other method
          the Creditor shall see fit.  






	 	(c) 	The
Creditor shall be entitled, in any proceedings concerning the bankruptcy,
          liquidation, winding up or receivership (or similar proceedings) of the
Company,           to:  






	 	(i) 	demand,
claim, collect and enforce and prove the Secured Liabilities and give
          acquittance thereunder;  






	 	(ii) 	file
any claims and proofs, give receipts and take all such proceedings and do           all
such things as the Creditor sees fit to recover the Secured Liabilities; and  






	 	(iii) 	receive
all distributions on and payments with respect to the Secured           Liabilities.  






	 	(d) 	The
Creditor shall have all powers that it may, in its full discretion,           determine
to be desirable or necessary to preserve the Charged Assets and the           Security
Interests created hereby and to take all such steps for such purpose at           the
Company’s expense.  






66







	 	8.3 	Receiver







	 	(a) 	The
Receiver shall have all powers conferred by applicable law, including,           without
limitation, the power:  






	 	(i) 	to
receive into his hands the Charged Assets and to take possession thereof;  






	 	(ii) 	to
require the Company to deliver or otherwise make available such of the           Charged
Assets as the Receiver may demand, and without the consent of the           Company,
enter into any premises of the Company or any place where the Charged           Assets
are located and take possession of any of the Charged Assets;  






	 	(iii) 	to
manage the Company’s business or participate in the management thereof           as
he may see fit;  






	 	(iv) 	to
sell or agree to the sale of the Charged Assets, in whole or in part, or to
          transfer the same in any other manner upon such conditions as he may see fit;  






	 	(v) 	to
exercise any right charged or pledged hereunder in the same manner in which           the
Company was entitled to exercise such right in accordance with the terms of
          Section 20 of the Pledge Law, 5727-1967;  






	 	(vi) 	to
employ accountants, lawyers, surveyors, engineers, quantity surveyors,
          contractors, workmen and others and to purchase or hire materials, tools,
          equipment or supplies;  






	 	(viii) 	to
do any other act or thing which the Receiver considers to be incidental or
          conducive to the exercise of any other right exercisable by him; and  






	 	(ix) 	to
make any other arrangement with respect to the Charged Assets or any part
          thereof as he may see fit.  






	 	(b) 	Should
the payment date of the Secured Liabilities or any part thereof not yet           have
fallen due at the time of the sale of the Charged Assets, or the Secured
          Liabilities be due to the Creditor or Receiver on a contingent basis only, then
          the Creditor or Receiver shall be entitled to recover out of the proceeds of
the           sale an amount sufficient to cover the Secured Liabilities (or such part
          thereof) and the amount so recovered and yet to be appropriated to the
discharge           of the amounts due shall be charged to the Creditor or Receiver as
security for,           and be held by the Creditor or Receiver until the discharge in
full of, the           Secured Liabilities.  






67







	 	(c) 	The
Receiver will be the agent of the Company and the Company alone shall be
          responsible for the acts and omissions of the Receiver and for the
          Receiver’s remuneration. In no event shall the Creditor be responsible for
          the acts and omissions of the Receiver or for the Receiver’s remuneration,
          subject to any applicable law.  






	9.  	DISTRIBUTION
OF PROCEEDS  






	 	
All
moneys and other assets arising from the exercise of the powers of the Receiver or the
Creditor or otherwise received by the Creditor or the Receiver from the realisation of
any Charged Asset shall be applied as follows: 






	 	(a) 	in
payment of the expenses incurred as a result of such realisation (including
               the appointment and remuneration of the Receiver); 






	 	(b) 	in
payment of all other expenses, interest and default interest (if any),
               linkage differentials and any other amounts due and payable by the Company
to                the Creditor and which have not been paid; and 






	 	(c) 	in
payment of all principal sums due and payable by the Company to the Creditor
               and which have not been paid. 






68








	10.  	FURTHER
ACTION  






	 	
The
Company further covenants with the Creditor from time to time upon demand to execute, at
the Company ‘s own cost, any document or do any reasonable act or thing which: 






	 	(a) 	in
the reasonable determination of the Creditor is necessary to create, perfect,
               register or give effect to any pledge, charge, assignment or Security
Interest                created or intended to be created by this Debenture; 






	 	(b) 	in
the reasonable determination of the Creditor is necessary to preserve or
               protect any of the rights of the Creditor; or 






	 	(c) 	the
Creditor or the Receiver may reasonably specify with a view to facilitating
               the exercise, or the proposed exercise, of any of their powers or the
               protection, management or realisation of the Charged Assets upon the
occurrence                and during the continuance of an Event of Default, 






	 	
and
in the event the Company fails to take any such action within such reasonable time, but
in any event within not more than seven (7) Business Days following receipt of a written
request thereof as requested by the Receiver in such notice, the Creditor may, and the
Company hereby appoints the Creditor as its attorney-in-fact to, execute, at the Company’s
expense, any such document or do any such act or thing, in the name and on behalf of the
Company. 






	11.  	PROTECTION
OF CREDITOR AND RECEIVER  






	 	(a) 	Other
than with respect to fraud, or intentional act or omission, neither the
               Creditor nor the Receiver, nor any of their respective agents, managers,
               officers, directors, employees, delegates, and advisers shall be liable
for any                claim, demand, liability, loss, damage, cost or expense which
arises out of the                exercise or the attempted or purported exercise or the
failure to exercise any                of their respective rights, powers and discretions
under this Debenture. 






	 	(b) 	Neither
the Creditor nor any Receiver, nor any of their respective agents,
               managers, officers, directors, employees, delegates, and advisers shall be
under                any duty to exercise any of their respective rights, powers and
discretions                under this Debenture. 






	 	(c) 	To
the extent permitted by applicable law, the Company hereby waives any
               requirements with respect to notice, form or the terms of the exercise by
the                Creditor, the Receiver, or any of their respective agents, managers,
officers,                directors, employees, delegates, and advisers of their
respective rights, powers                and discretions under this Debenture. 






	12.  	INDEMNITY  






	 	12.1	The
Company shall forthwith on demand indemnify each of the Creditor and the Receiver (as
well as any subsidiaries or affiliates of the Creditor or the Receiver) and their
respective officers, directors, agents, managers, servants and employees (the “Indemnified
Persons”) against any loss, expense or liability incurred as a consequence of: 






69







	 	(a) 	anything
done or purported to be done by or on behalf of the Creditor or the           Receiver
under this Debenture or any other document as a result of any failure           by the
Company to comply with its obligations hereunder;  






	 	(b) 	any
payment in respect of the Secured Liabilities (whether made by the Company           or a
third person) being impaired or declared void for any reason whatsoever;  






	 	(c) 	the
exercise, or attempted or purported exercise, or the consideration of the
          exercise, by or on behalf of the Creditor or the Receiver of any of the rights
          or powers of the Creditor or of the Receiver or any other action taken by or on
          behalf of the Creditor or the Receiver with a view to or in connection with the
          recovery by the Creditor or Receiver of the Secured Liabilities from the
Company           or any other person; or  






	 	(d) 	the
carrying out of any other act or matter which the Creditor or the Receiver           or
any other person on behalf of either of them may consider to be necessary for
          the preservation of the Charged Assets,  






	 	
provided
that the Company shall not be obliged to indemnify an Indemnified Person for any loss,
expense or liability incurred solely as a consequence of the fraud or intentional act or
omission of such Indemnified Person. 






	 	12.2	Any
amount payable under Section 12.1 shall bear interest at the annual rate of 13% for the
period commencing from the date on which the Company should have paid such amount until
the date of actual payment of the same; such interest shall form part of the Secured
Liabilities. 






	13.  	COSTS
AND EXPENSES  






	 	13.1	The
Company shall pay all filing fees payable in respect of this Debenture or the
transactions contemplated hereby. 






	 	13.2	All
the fees, costs and expenses incurred by the Creditor or any Receiver in connection with
the preparation, registration, perfecting or enforcement of this Debenture and
realization of the Charged Assets shall be paid by the Company to the Creditor on its
first demand and shall form part of the Secured Liabilities. 






	14.  	ASSIGNMENT  






	 	14.1	This
Debenture shall be binding upon and inure to the benefit of each party hereto and its
permitted successors and assigns. 






	 	       14.2 	The
Company  may not assign or transfer  all or any part of its rights  and/or  obligations
 under this                 Debenture.






	 	14.3	The
Creditor and all those claiming under it shall be entitled, at all times, to assign to
others their rights under this Debenture, together with their rights under the Venture
Loan Agreement pursuant and subject to the provisions of Section 13.5 of the Venture Loan
Agreement, without the necessity of obtaining the Company’s consent thereto. 






70







	15.  	MISCELLANEOUS  






	 	15.1 	Communications







	 	
All
notices or other communications hereunder shall be in writing and shall be given in
person, by registered mail (registered international air mail if mailed internationally),
by an overnight courier service which obtains a receipt to evidence delivery, or by
facsimile transmission (provided that written electronic confirmation of receipt is
provided) with a copy by mail, addressed as set forth below: 








	 		
	 	If to the Company:	NEGEVTECH Ltd.






12 Hamada St.

Rehovot, Israel 76703





	 	
Attention:
Oz Desheh  





Telephone: (+972)-8-931-2222

Facsimile: (+972)-8-936-6051



With a copy to:



Tulchinsky Stern Marciano, Ben Zur, Cohen & Co.

Museum Tower

4 Berkowitz Street

Tel Aviv 64238, Israel

Attention: David Cohen, Adv.

Telephone: (+972)-3-607 5000

Facsimile: (+972)-3-607 5050



	 		
	 	If to the Creditor:	Kreos Capital II Limited

47 Esplanade, St Helier, Jersey

Fax: +44 1534 889 884

Attn: The Directors



with a copy to:


Sharir, Shiv, Kadouch & Co., Law Offices

3 Azrieli Center

Tel Aviv 67023, Israel

Fax: +972 3 607 4778

Attn: Emmanuel Kadouch, Adv.






71









	 	
or
such other address as any party may designate to the other in accordance with the
aforesaid procedure. All communications delivered in person or by courier service shall
be deemed to have been given upon delivery, those given by facsimile transmission shall
be deemed given on the business day following transmission with confirmed answer back,
and all notices and other communications sent by registered mail (or air mail if the
posting is international) shall be deemed given ten (10) days after posting. 






	 	15.2 	Delays
or Omissions; Waiver 






	 	
The
rights of the Creditor may be waived only in writing and specifically; the conduct of the
Creditor shall not be deemed a waiver of any of its rights pursuant to this Debenture
and/or as a waiver or consent on its part as to any breach or failure to meet any of the
terms of this Debenture or as an amendment hereto. A waiver by the Creditor in respect of
a breach by the Company of its obligations shall not be construed as a justification or
excuse for a further breach of its obligations. 






	 	
No
delay or omission to exercise any right, power, or remedy accruing to the Creditor upon
any breach or default by the Company shall impair any such right or remedy nor shall it
be construed to be a waiver of any such breach or default, or any acquiescence therein or
in any similar breach or default thereafter occurring. 






	 	
The
rights of the Creditor hereunder may be exercised as often as necessary and are
cumulative and not exclusive of its rights under the general law. 






	 	15.3 	Amendments







	 	
Any
term of this Debenture may be amended or modified only by a written document signed by
the Company and the Creditor. 






	 	15.4 	Realization
of IP 






	 	
The
realization of any of the Company’s Intellectual Property that was created or
developed with the aid of, grants received by or under any benefit plan of the Chief
Scientist of the Ministry of Trade, Industry and Labor, under this Debenture shall be
made in accordance with the Law for the Encouragement of Research and Development in the
Industry – 1984, as may be amended from time to time.  






	 	15.5 	Entire
Agreement 






	 	
This
Debenture together with the Debenture – Fixed Charge, the Debenture Fixed Charge
(IP) and the Venture Loan Agreement, all as may be amended and/or supplemented from time
to time, contain the entire understanding of the parties with respect to their subject
matter and all prior negotiations, discussions, agreements, commitments and
understandings between them with respect thereto not expressly contained herein shall be
null and void in their entirety, effective immediately with no further action required. 






72







	 	15.6 	Severability







	 	
If
a provision of this Debenture is or becomes illegal, invalid or unenforceable in any
jurisdiction, that shall not affect the validity or enforceability in that jurisdiction
of any other provision hereof or the validity or enforceability in other jurisdictions of
that or any other provision hereof. 






	 	
Where
provisions of any applicable law resulting in such illegality, invalidity or
unenforceability may be waived, they are hereby waived by each party to the full extent
permitted so that this Debenture shall be deemed valid and binding agreements, in each
case enforceable in accordance with its terms. 






	 	15.7 	Counterparts,
Facsimile Signatures 






	 	
This
Debenture may be executed in any number of counterparts, and this has the same effect as
if the signatures on the counterparts were on a single copy of the Debenture. A signed
Debenture received by a party hereto via facsimile will be deemed an original, and
binding upon the party who signed it. 






	 	15.8 	Governing
Law and Venue 






	 	
This
Debenture shall be governed by and construed in accordance with the laws of the State of
Israel, without giving effect to the principles thereof relating to conflict of laws. The
competent courts of the city of Tel Aviv-Jaffa shall have exclusive jurisdiction to hear
all disputes arising in connection with this Debenture and no other courts shall have any
jurisdiction whatsoever in respect of such disputes. 






	 	15.9 	Further
Actions 






	 	
Each
of the parties hereto shall perform such further acts and execute such further documents
as may reasonably be necessary to carry out and give full effect to the provisions of
this Debenture and the intentions of the parties as reflected thereby. 






	 	15.10 	No
Third-Party Beneficiaries 






	 	
Nothing
in this Debenture shall create or confer upon any person or entity, other than the
parties hereto or their respective successors and permitted assigns, any rights,
remedies, obligations or liabilities, except as expressly provided herein. 






	 	       15.11 	VAT 






	 	
To
the extent that any amount payable under this Debenture is subject to VAT by law, the
party paying such amount shall pay the VAT against receipt of a duly issued VAT invoice. 






[rest of page
intentionally left blank] 



73







[Signature Page of
Debenture] 



IN WITNESS WHEREOF this Debenture has
been executed by the Parties, on the day and year first above written. 




		
	——————————————
NEGEVTECH Ltd.	——————————————
Kreos Capital II Limited
	 
	By:	By:
	 
	Title:	Title:
		






74







SCHEDULE 1 



List of Assets 




1.     All goods
and equipment now owned or hereafter acquired, including, without limitation, all
machinery, fixtures, vehicles, and any interest in any of the foregoing, and
all attachments, accessories, accessions, replacements, substitutions, additions,
and improvements to any of the foregoing, wherever located, and any documents of title
representing any of the above and any issued and uncalled share capital. For the
avoidance of doubt, all the assets and equipment charged and pledged (or that will be
charged and pledged in the future) under the Debenture - Fixed Charge, shall be part of
the assets covered hereunder;  



     2.    
          All intellectual property rights of the Company now owned or hereafter acquired
          (“Intellectual Property”), including but not limited to intangible
          legal rights, title and interest related to (i) copyrights, copyright
          applications, copyright registrations and like protections in each work of
          authorship and derivative work thereof, whether published or unpublished, now
          owned or hereafter acquired; (ii) patents and all applications, registrations,
          and renewals in connection therewith; (iii) trademarks, service marks, trade
          names, trade styles, goodwill, mask works, Internet domain names and all
          applications, registrations, and renewals in connection therewith; (iv) all
          trade secrets, rights to unpatented inventions, know how and confidential
          information; (v) all computer software programs (including data, computer discs,
          computer tapes and related documentation); (vi) all intellectual property
          embodied in or pursuant to contract rights and general intangibles now owned or
          hereafter acquired, including such intellectual property rights as may be
          embodied in or pursuant to research agreements, consulting agreements, license
          agreements and license rights, franchise agreements, blueprints, drawings,
          reports, catalogues, operating manuals and design rights, and; (vii) all claims
          for damages by way of any past, present and future infringement of any of the
          foregoing and rights to payment thereof of any kind. 



     3.    
          All inventory, now owned or hereafter acquired, including, without limitation,
          all merchandise, raw materials, parts, supplies, packaging and shipping
          materials, work in process and finished products including such inventory as is
          temporarily out of the Company’s custody or possession or in transit and
          including any returns upon any accounts or other proceeds, including insurance
          proceeds, resulting from the sale or disposition of any of the foregoing and any
          documents of title representing any of the above; 



     4.    
          All contract rights and general intangibles of the Company now owned or
          hereafter acquired, including, without limitation, leases, license agreements,
          distribution agreements, supply agreements, franchise agreements, purchase
          orders, customer lists, route lists, computer discs, computer tapes, income tax
          refunds, payments of insurance; all existing and future claims, rights, causes
          of actions, judgments, remedies and security interests, whether voluntary,
          involuntary, absolute, contingent or by operation of law; 



     5.    
          All now existing and hereafter arising accounts, royalties and all other forms
          of obligations owing to the Company arising out of the sale or lease of goods,
          the licensing of technology or the rendering of services by the Company, whether
          or not earned by performance, and any and all credit insurance, guaranties, and
          other security of the Company, as well as all merchandise returned to or
          reclaimed by the Company; 




75







6.     All
documents, cash, deposit, savings or other accounts, securities, securities
entitlements, securities accounts, investment property, financial assets, letters of
credit, certificates of deposit, instruments and chattel paper now owned or hereafter
acquired and the Company's books relating to the foregoing;  



7.     All the
Company's books and records, including records relating to the Company's assets or
liabilities, the Charged Assets, business operations or financial condition and
all computer programs or discs or any equipment containing such information; and  



     8.    
All claims, rights and interests in any of the above and all substitutions for,
additions and accessions to and proceeds thereof.  



     9.    
All insurance policies or the proceeds thereof in respect of the above described
assets.  



     10.    
          All accounts receivables. 



76







SCHEDULE 2 



Form of Notice of
Assignment 



To:     [Insurer] 



Date: [             ]



Dear Sirs,



We hereby give you notice (the
“Notice”) that we have assigned by way of security (the
“Assignment”) all of our right, title and interest in and to
[insurance policy no. ______ and the proceeds thereof] (the “Relevant
Documents”) to Kreos Capital II Limited (the “Creditor”),
pursuant to a Debenture entered into by us in favour of the Creditor dated the date
hereof, in relation to the Assets as set out in the attached Appendix. 



Notwithstanding the Assignment, we
remain liable to perform all our obligations under the Relevant Documents, if any, and the
Creditor will have no liability in respect of those obligations. 



We hereby irrevocably instruct and
authorise you to: 



	(i)  	make
all payments under or arising from the Relevant Documents to the following
          account with the Creditor (or such other account as the Creditor may notify you
          in writing):


Name:

Number:

Branch:









	(ii)  	disclose
to the Creditor without any reference to or further authority from us           and
without any enquiry by you as to the justification for such disclosure, such
          information relating to the Relevant Documents as the Creditor may at any time
          and from time to time request, to the extent we were entitled to request such
          information pursuant to the terms of the Relevant Documents; 






	(iii)  	comply
with the terms of any written notice or instructions in any way relating           to, or
purporting to relate to, the Assignment, the sums payable to us from time           to
time in respect of the Relevant Document or the debts represented thereby           which
you receive at any time from the Creditor in respect of the Relevant           Document
without any reference to or further authority from us and without any           enquiry
by you as to the justification for or validity of such notice or           instruction,
to the extent we were entitled to issue such instruction or notice           pursuant to
the terms of the Relevant Document; and 






	(iv)  	send
copies of all certificates, notices, documents and other information           supplied
to us in relation to the Relevant Document to the Creditor. 






Please also note that these
instructions are not to be revoked or amended without the prior written consent of the
Creditor.  



77








This letter shall be governed by and
construed in accordance with Israeli law. 



Yours faithfully,




——————————————

 NEGEVTECH Ltd.



78







SCHEDULE 3 



Acknowledgement of
assignment of Insurances 




	To:  	(1)
Kreos Capital II Limited






	 	
(2)
NEGEVTECH Ltd.  





[Date]



Dear Sirs, 



We acknowledge receipt of the
attached notice of assignment (the “Notice”) and we irrevocably and
unconditionally consent to the assignment set out in it and we undertake to be bound by
its terms. 



We confirm that we have not received
notice of any other assignment of the Relevant Document. This Acknowledgement will be
governed by and construed in accordance with Israeli law. 




——————————————
For and on behalf of

[_____________]




79







SCHEDULE 4 



Notice of
assignment of Compensation Proceeds 



To: [            ]


[Date]



Re: The equipment set
out in the attached schedule (the “Equipment”) 



We hereby give you notice (the
“Notice”) that we have assigned by way of security (the
“Assignment”) to Kreos Capital II Limited (the
“Creditor”), all of our right, title and interest, present and
future, to all amounts that are payable under the Property Tax and Compensation Fund Law,
5721-1961, and under any other applicable law, arising in connection with the Assets
(“Compensation Proceeds”). 



Please acknowledge that you have
received this Notice by signing and returning to each of the Creditor
and ourselves a copy of the attached Acknowledgement. 



This Notice will be governed by and
construed in accordance with Israeli law. 



——————————————

For and on behalf of

NEGEVTECH Ltd.



80







SCHEDULE 



Description of Assets 





	Asset 	Serial Number/Identification 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 








Schedule 5 



Acknowledgement of
assignment of Compensation Proceeds 



Re: The assets set out
in the attached schedule (the “Assets”) 




	To:  	(1)
Kreos Capital II Limited






	 	
(2)
NEGEVTECH Ltd. 





[Date]



Dear Sirs, 



We acknowledge receipt of the
attached notice of assignment (the “Notice”) and we irrevocably and
unconditionally consent to the assignment set out in it and we undertake to be bound by
its terms. 



We confirm that we have not received
notice of any other assignment of the Compensation Proceeds. 



This Acknowledgement will be governed
by and construed in accordance with Israeli law. 





——————————————

For and on behalf of

[                       ]



81







U.S. intellectual
property security agreement 



This U.S. INTELLECTUAL PROPERTY
SECURITY AGREEMENT (“IP Security Agreement”) dated March 30, 2008, is
made by (i) NEGEVTECH Ltd. (the “Grantor”), a company organized under the
laws of the State of Israel, with offices located at 12 Hamada St. Rehovot 76703 Israel,
and (ii) Kreos Capital II Limited (“Kreos”), a company incorporated in
Jersey under registered number 87844 whose registered office is at 47 Esplanade, St
Helier, Jersey JE1 0BD. 



        WHEREAS,
Kreos and the Grantor entered into that certain Loan Agreement (the “Loan
Agreement”) dated March 30, 2008, to which a Debenture – Floating Charge
(the “Debenture – Floating Charge”), a Debenture – Fixed Charge
(the “Debenture – Fixed Charge”), and a Debenture Fixed Charge (IP)
(the “Debenture – Fixed Charge (IP)”) in each case executed by the
Grantor and Kreos, are attached as exhibits. 



        WHEREAS,
under the terms of the Debenture – Floating Charge, Grantor has agreed, among other
things, to grant a second raking floating charge over the intellectual property of Grantor
to Kreos and under the Debenture – Fixed Charge (IP), Grantor has agreed, to grant a
second ranking fixed charge over the intellectual property of Grantor to Kreos, and the
Grantor has agreed as a condition thereof and in addition to the creation of the charges
pursuant to the Debenture – Fixed Charge (IP), and the Debenture – Floating
Charge, to execute this IP Security Agreement for recording with the U.S. Patent and
Trademark Office and other governmental authorities on any intellectual property owned by
it throughout the term of this IP Security Agreement. 



        NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, and intending to be legally bound hereby, Grantor agrees as
follows: 



        Section
1. Grant of Security. Subject to the provisions of the Debenture – Floating
Charge and the Debenture – Fixed Charge (IP) (collectively, the “Charge
Agreements”), Grantor hereby grants to Kreos a second ranking security interest
in and to all right, title and interest to (i) the registered United States patents and
pending applications, including but not limited to the patents and patent applications set
forth in Schedule A hereto together with all reissues, divisions,
continuations, continuations-in-part, extensions and reexaminations thereof, and all
rights therein provided by international treaties or conventions (the
“Patents”), (ii) the trademarks, service marks, trade names and domain
names, including but not limited to the registrations and applications therefor set forth
in Schedule A hereto together with all goodwill associated with such
trademarks and service marks and all rights therein provided by international treaties or
conventions (the “Trademarks”), and (iii) all copyrights and
registrations and applications therefor set forth in Schedule A (the
“Copyrights”) currently owned by the Grantor or which shall be
owned in the future by the Grantor (the “Collateral”). Schedule A shall
be deemed to be automatically updated, and the Grantor shall promptly file amendments to
Schedule A with the U.S. Patent and Trademark Office, upon the application for or
acquisition of any new Patents or Trademarks in the United States and with the United
States Copyright Office upon the application for or acquisition of any new registrations
for Copyrights. 



82







        Section
2. Second Ranking. The security granted to Kreos hereunder shall be subject and
rank junior to: (i) the first ranking fixed charge in favor of Bank Leumi Le’Israel
created pursuant to the that certain debenture signed between the Grantor and Bank Leumi
Le’Israel Ltd. dated as of March 3, 2005; (ii) the first ranking fixed charge
in favor of Plenus Technologies Ltd., Bank Leumi Le’Israel Ltd., Golden Gate Bridge
Fund LP, Plenus II LP and Plenus (DCM) LP (together the “Plenus
Group”) created pursuant to that certain debenture signed between the Grantor and
the Plenus Group as of November 6, 2005. 



        Section
3. Security for Obligations. The grant of a security interest in           the
Collateral by Grantor under this IP Security Agreement secures the payment           of
all money and liabilities owed or incurred by Grantor now or hereafter           existing
under or in respect of the Loan Agreement and related agreements (the           “Secured
Obligations”).  




        Section
4. Recordation. Grantor authorizes and requests that the Commissioner of Patents and Trademarks and any other applicable
government officer record this IP Security Agreement. 






        Section
5. Power of Attorney. In the event that Kreos is permitted to receive the
Collateral under the Charge Agreements, Grantor hereby grants to Kreos power of attorney
to inspect, take all necessary or desired action, and prosecute any Patents, Trademarks,
Copyrights or applications for any of the foregoing that may be included in the
Collateral. 



        Section
6. Right to Request Information. Kreos shall have the right to request, and Grantor
shall promptly provide upon such request, information reasonably required in order to
confirm that Schedule A is updated. 



        Section
7. Grants, Rights and Remedies. This IP Security Agreement has been entered into in
conjunction with the provisions of the Loan Agreement and the Charge Agreements. The
Grantor does hereby acknowledge and confirm that the grant of the security interest
hereunder to, and the rights and remedies of, Kreos with respect to the Collateral are
more fully set forth in the Loan Agreement and/or the Charge Agreements and in the event
of any contradiction between this IP Security Agreement and the Loan Agreement or the
Charge Agreements, the provisions of the Loan Agreement or the Charge Agreements will
prevail. 



83








        Section
8. Governing Law; Forum for Dispute Resolution. This Agreement shall be governed by
and construed according to the laws of the State of Israel, without regard to the conflict
of laws provisions thereof. Any dispute arising under or in relation to this Agreement
shall be resolved in the competent court for the Tel Aviv-Jaffa district, and each of the
parties hereby submits exclusively and irrevocably to the jurisdiction of such court. 




        Section
9. Termination. This IP Security Agreement and the security interest granted
hereunder to Kreos shall terminate and be of no force upon satisfaction in full of the
Secured Obligations. Upon termination, Kreos shall execute all documents necessary to
remove the security interest granted thereto by Grantor hereunder. 



[remainder of page
left intentionally blank] 



84








        IN
WITNESS WHEREOF, Grantor and Kreos have caused this IP Security Agreement to be duly
executed and delivered by its officer thereunto duly authorized as of the date first above
written. 




			NEGEVTECH  LTD.



 By:
——————————————

Name: 
——————————————

Title: 
——————————————






			KREOS CAPITAL II LIMITED



By: 
——————————————

 Name: 
——————————————

Title: 
——————————————







85






Schedule a 



Patents 




	NT file name 	Family 	Country 	# 	Official No. 	Title 	Prior date 	Filing date 	Issue date 	Status 	Attorney 	Attorney file name 	Inventors 
	0001-US-01	1	.US	1	6,693,664	Method and system for fast on-line electro-optical detection of wafer defects	30/06/1999	18/06/2002	17/02/2004	Issued	STC	44623	Gad Neumann
	0002-US-07	2	.US	7	7,180,586	System for detection of wafer defects	15/01/2003	23/12/2004	20/02/2007	Issued	STC	53751	Gad Neumann & Noam Dotan
	0003-US-01	3	.US	1	6,892,013	Fiber optical illumination system	15/01/2003	15/01/2003	10/05/2005	Issued	STC	47667	Dov Furman, Gad Neumann, Noam Dotan
	0003-US-02	3	.US	2	7,260,298	Fiber optical illumination system	15/01/2003	01/04/2005	21/08/2007	Issued	STC	54590	Dov Furman
	0004-US-02	4	.US	2	7274444	Multimode inspection method and apparatus	12/07/2004	06/07/2005	-	Issued	STC	53885	Dov Furman, Noam Dotan, Efraim Miklatzky
	0002-US-04	2	.US	4	11/476,358	System for detection of wafer defects	15/01/2003	28/06/2006	-	Pending	STC	55147	Dov Furman, Gad Neumann, Noam Dotan, Ram Segal, Shai Silberstein
	0002-US-05	2	.US	5	11/476,322	System for detection of wafer defects	15/01/2003	28/06/2006	-	Pending	STC	55070	Dov Furman, Gad Neumann, Noam Dotan, Ram Segal, Shai Silberstein
	0002-US-06	2	.US	6	11/524,684	System for detection of wafer defects	15/01/2003	21/09/2006	-	Pending	STC	55247	Dov Furman, Gad Neumann, Noam Dotan, Ram Segal, Shai Silberstein
	0003-US-03	3	.US	3	11/709,019	Fiber optical illumination system	15/01/2003	21/02/2007	 	Pending	STC	60473	Dov Furman
	0002-US-01	2	.US	1	10/345,097	System for detection of wafer defects	15/01/2003	15/01/2003	-	Pending	STC	44420	Dov Furman, Gad Neumann, Noam Dotan, Ram Segal, Shai Silberstein
	0002-US-02	2	.US	2	11/476,342	System for detection of wafer defects	15/01/2003	28/06/2006	-	Pending	STC	55071	Dov Furman, Gad Neumann, Noam Dotan, Ram Segal, Shai Silberstein
	0006-US-01	6	.US	1	11/069,712	Method and apparatus for detecting defects in wafer	28/02/2005	28/02/2005	-	Pending	STC	53603	Erez Sali, Tomer Yanir, Mark Wagner, Noam Dotan, Yuval Dorfan, Ran Zaslavsky
	0007-US-01	7	.US	1	11/068,711	Method and apparatus for detecting defects in wafers including alignment of the wafer images so as to induce the same smear in all images	28/02/2005	28/02/2005	-	Pending	STC	53604	Yuval Dorfan, Ran Zaslavsky, Mark Wagner, Dov Furman, Shai Silberstein
	0008-US-01	8	.US	1	11/410,276	Printed Fourier Filtering In Optical Inspection	24/04/2006	24/04/2006	-	Pending	D&M	NRI-1	Dan Fuchs, Shai Silberstein
	0009-US-02	9	.US	2	11/684,191	Wafer Inspection Using Short-Pulsed Continuous Broadband Illumination	26/05/2006	09/03/2007	-	Pending	D&M	NRI-2	Dov Furman, Shai Silbertein
	0010-US-01	10	.US	1	11/503,859	Speckle Reduction Using a Fiber Bundle and Light Guide	14/08/2006	14/08/2006	-	Pending	D&M	NRI-3	Dov Furman, Daniel Mandelik
	 0012-US-02 	 12 	 .US 	 2 	 11/944,677 	 Image splitting in Optical Inspection Systems 	 11/06;11/07 	 26/11/2007 	 - 	 Pending 	 D&M 	 NRI-7 	 Dov Furman, Shai Silberstein, Effy Miklatzky, Daniel Mandelik, Martyn Avraham 
	[***]
	[***]
	[***]
	 0016-US-01 	 16 	 .US 	 1 	 11/944,684 	 Image splitting in Optical Inspection Systems 	 11/06;11/07 	 26/11/2007 	 - 	 Pending 	 D&M 	 NRI-13 	 Dov Furman, Roi Kaner, Ori Gonen, Daniel Mandelik, Eran Tal, Shai Silberstein 







	*** 	Text
omitted and filed separately with the Securities and Exchange Commission pursuant to
17 CFR § 230.406 and § 200.80(b)(4). 










86









	NT file name 	Family 	Country 	# 	Official No. 	Title 	Prior date 	Filing date 	Issue date 	Status 	Attorney 	Attorney file name 	Inventors 
	0004-US-01	4	US-Prov	1	60/587,675	Multimode inspection method and apparatus	12/07/2004	12/07/2004	-	Filed	STC	?	Dov Furman, Noam Dotan, Efraim Miklatzky
	0004-US-03	4	.US	3	11/895,204	Multimode inspection method and apparatus	12/07/2004	22/08/2007	-	Filed	STC	62742	Dov Furman, Noam Dotan, Efraim Miklatzky
	0009-US-01	9	US-Prov	1	60/808,816	Wafer Inspection Using Short-Pulsed Continuous Broadband Illumination	26/05/2006	26/05/2006	-	Provisional	D&M	NRI-2	Dov Furman, Shai Silbertein
	 0012-US-01 	 12 	 US-Prov 	 1 	 60/861,303 	 Image splitting in Optical Inspection Systems 	 28/11/2006 	 28/11/2006 	 - 	 Provisional 	 D&M 	 NRI-7-P 	 Dov Furman, Shai Silbertein 
	0011-US-01	11	.US	1	11/590,650	Defect Detection through Image Comparison Using Relative Measures	31/10/2006	31/10/2006	-	Allowed	D&M	NRI-4	Erez Sali, Oren Cohen
	0002-US-03	2	.US	3	11/476,356	System for detection of wafer defects	15/01/2003	28/06/2006	-	Closed	STC	55072	Dov Furman, Gad Neumann, Noam Dotan, Ram Segal, Shai Silberstein






	*** 	Text
omitted and filed separately with the Securities and Exchange Commission pursuant to
17 CFR § 230.406 and § 200.80(b)(4). 








87








Trademarks  



	Registration #  	Registration Date  	Owned By  	Mark  
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 







List of Trademark
Applications:  





	Serial #  	Filing Date  	Owned By  	Mark  
	77332770	November 19, 2007	Negevtech Ltd.	NEGEVTECH
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 






Domain Names:

Negevtech.com

Negevtech.co.il

Negevtech.us

Negevtech.net

Negevtech.info

Negevtech.biz

Negevtech.co.uk

Negevtech.de

Negevtech.cn

Negevtech.com.cn

Negevtech.tw

Negevtech.com.tw  



88







Copyrights






	Registration #  	Registration Date  	Owned By  	Title  
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 








89








                                             Dated March ___, 2008








                                                NEGEVTECH LTD.



                                                  as Assignor



                                                      and



KREOS CAPITAL II
LIMITED 


                                                  as Assignee




    
                              ISRAELI MASTER BORROWER DEED OF ASSIGNMENT

                                              BY WAY OF SECURITY




                    in relation to certain equipment as more specifically described herein




90







This Deed of Assignment is
made on March ___, 2008 between NEGEVTECH LTD., a company incorporated in Israel
whose registered office is at 12 Hamada St. Rehovot 76703, Israel
(“Assignor”) and KREOS CAPITAL II LIMITED, a company incorporated in
Jersey (Registered No. 87844) whose registered office is at 47 Esplanade, St Helier,
Jersey JE1 0BD.(the “Assignee”).  



Background 



The Assignee and the Assignor have
entered into the Venture Loan Agreement under which the Assignee has agreed to make
available to the Assignor a loan facility of US$7,000,000. The Assignor is or will be the
legal owner of the Equipment and the assets which is or will be purchased pursuant to and
in accordance with the terms of the Venture Loan Agreement and which is to serve as
security for the loan facility in accordance with the terms of the Venture Loan Agreement,
the Debenture – Fixed Charge, the Debenture – Floating Charge, the Debenture
Fixed Charge (IP) and the US Security Agreement. The Assignor has agreed to assign to the
Assignee its interest in the Insurances and the Requisition Proceeds as security for its
obligations under the Venture Loan Agreement. The Assignor and the Assignee intend this
Assignment to take effect as a deed. 



	1  	Definitions
and interpretation  






	1.1  	Definitions  






	 	
In
this Assignment, unless the context requires otherwise:  






	 	
“Agency” means
any agency, authority, central bank, department, government, legislature, minister,
ministry, official, or public or statutory person (whether autonomous or not) of, or of
the government of, a state or any political sub-division in or of that state; 






	 	
“Assigned
Property” means all of the right, title and interest, present and future, of the
Assignor in, to and under the Insurances and the Requisition Proceeds; 






	 	
this
“Assignment” means this Assignment as it may from time to time be
amended or supplemented;  






	 	
a
“consent” also includes an approval, authorisation, exemption, filing,
licence, order, permission, recording or registration (and references to obtaining
consents are to be construed accordingly); 






	 	
“Debentures” means
the Debenture – Fixed Charge, the Debenture – Floating Charge, the Debenture
– Fixed Charge (IP) and the US Security Agreement individually and collectively. 






	 	
“Debenture
– Fixed Charge” means the Debenture – Fixed Charge between the Assignor
and the Assignee dated _________, 2008 executed pursuant to the Venture Loan Agreement,
as may be amended and/or supplemented from time to time; 






	 	
“Debenture-
Floating Charge” means the Debenture – Floating Charge between the Assignor
and the Assignee dated ___________, 2008 executed pursuant to the Venture Loan Agreement,
as may be amended and/or supplemented from time to time; 






	 	
“Debenture
– Fixed Charge (IP)” – means the Debenture Fixed Charge (IP) between
the Assignor and the Assignee dated ___________2008 executed pursuant to the Venture Loan
Agreement, as may be amended and/or supplemented from time to time; 






	 	
“Dollars”or
“$” means the lawful currency of the United States of America;  






	 	
“Equipment” means
any item of equipment described in Schedule 1 from time to time and which is more
specifically defined and described in the Venture Loan Agreement, including New Equipment
(as defined below). At the Assignee’s request, Schedule 1 hereto shall be replaced
from time to time to reflect any addition of New Equipment; 






	 	
“Insurance
Company” means the insurance company or insurance broker (as appropriate)
approved by the Assignee under the Venture Loan Agreement; 






	 	
“Insurances” means
(a) all contracts and policies of insurance taken out from time to time in relation to
the Equipment, (b) all rights under Israel’s Property Tax and Compensation Fund Law
1961 in relation to the Equipment, (c) all payments to the Assignor in relation to (a)
and (b) above, and (d) all claims, rights and remedies of the Assignor arising from (a),
(b) and (c) above. For the sake of clarity any Insurance which covers the Equipment and
any additional assets which are not part of the Equipment, shall be deemed an Insurance
hereunder only with respect to part of the Insurance that relates to the Equipment; 






91







	 	
a
“law” includes common, customary or civil law or any constitution,
decree, judgment, legislation, order, ordinance, regulation, treaty or other legislative,
judicial or administrative measure, requirement or decision (or its interpretation or
application) whether or not having the force of law, but if not having the force of law,
only if the persons to whom it is intended to apply generally comply with it and a
provision of any law is a reference to that provision as amended or re-enacted; 






	 	
“Losses” includes
all losses, payments, damages, liabilities, claims, proceedings, actions, penalties,
fines, duties, fees, rates, levies, charges, demands, royalties or other sanctions of a
monetary nature, fees, insurance premiums, calls, judgments, costs and expenses (other
than any tax, levy, impost, duty or other charge or withholding of a similar nature
(including any penalty or interest payable in connection with any failure to pay or any
delay in paying any of the same)); 






	 	
“New
Equipment” means future purchases by the Assignor of Equipment to be located in
the State of Israel, which shall be made subject to the provision of the Loan (as defined
in the Venture Loan Agreement)), form part of the Security (as such term is defined in
the Venture Loan Agreement), as further detailed in the Venture Loan Agreement;[ 






	 	
a
“person” includes any individual, company, corporation, firm,
partnership, joint venture, association, organisation, trust or Agency (in each case,
whether or not having separate legal personality); 






	 	
“Receiver” means
an administrative receiver, receiver and manager or other receiver or trustee appointed
in respect of the Assigned Property; 






	 	
“Requisition
Proceeds” means (a) the amounts that are payable by any Agency as a consequence
of the requisition for hire, requisition for title, detention, forfeiture or other
compulsory acquisition of the Equipment; and (b) all claims, rights and remedies of the
Assignor against the relevant Agency in relation to (a) above; 






	 	
“Secured
Obligations” means all present and future obligations and liabilities (whether
actual or contingent and however owed) of the Assignor to the Assignee under the Venture
Loan Agreement and the Debentures;  







	 	
“Security” means
a mortgage, charge, pledge, lien or other security interest securing any obligation of
any person or any other agreement or arrangement having a similar effect;  






	 	
“US
Security Agreement” means the US Intellectual Property Security Agreement between
the Assignor and the Assignee dated ___________, 2008 pursuant to the Venture Loan
Agreement, as may be amended and/or supplemented from time to time. 






	 	
“Venture
Loan Agreement” means the agreement between the Assignor and the Assignee dated
March 30, 2008 for the provision of a loan facility of US$7,000,000; 






	 	
a
“Winding-up” of a person also includes the amalgamation, administration,
dissolution, liquidation, of that person, and any equivalent or analogous procedure under
the law of any jurisdiction in which that person is incorporated, domiciled or resident
or carries on business or has assets. 






	1.2  	Third
party rights  






	 	
A
person who is not a party to this Assignment has no right to enforce or enjoy the
benefits of any term of this Assignment.  






	2  	Undertaking
to pay  






	 	
The
Assignor undertakes to pay and discharge the Secured Obligations when they fall due in
accordance with their terms under the provisions of the Venture Loan Agreement. 






	3  	Assignment  






	(a)  	The
Assignor assigns to the Assignee with full title guarantee all its interest,
          both present and future, in the Assigned Property, as continuing security for
          its obligation to discharge the Secured Obligations. 






	(b)  	






	 	(i) 	The
Assignee will promptly reassign its interest in the Assigned Property to the
               Assignor when it is asked to do so by the Assignor, provided that it is
               satisfied that all of the Secured Obligations have been irrevocably and
               unconditionally discharged, subject to Clause 3(c). 






	 	(ii) 	The
Assignee will promptly execute any documents reasonably required by the
               Assignor to effect the reassignment referred to in Clause 3(b)(i). 






	 	(iii) 	The
reassignment referred to in this Clause 3(b) will be at the Assignor’s
               cost and will be effected without recourse to or warranty by the Assignee. 






92







	(c)  	If
any amount paid or credited to the Assignee under the Venture Loan Agreement           is
being avoided or set aside on the Winding-up of the Assignor, or otherwise
          pursuant to the provisions of the Venture Loan Agreement, that amount will not
          be considered to have been paid for the purposes of determining whether all the
          Secured Obligations have been irrevocably and unconditionally discharged,
          provided that Assignee provide written notice to the Assignor of such
          determination. 






	(d)  	The
Assignor undertakes that it will execute and deliver to: 






	 	(i) 	the
Insurance Company, upon the execution of this Assignment, with respect to
               the Equipment described in Schedule 1, and every time New Equipment that
becomes                part of Schedule 1 is delivered to the Assignor, a notice of the
assignment                effected by this Assignment in the form of Part 1 of Schedule
2, in respect of                the Equipment more particularly described in such notice,
and will use all                reasonable endeavours to ensure that the Insurance
Company executes an                acknowledgement of receipt of every such notice in the
form set out in Part 2 of                Schedule 2; and 






	 	(ii) 	the
relevant Agency, if any Agency requisitions the Equipment during the
               Security Period (as defined in the Venture Loan Agreement), a notice of
the                assignment effected by this Assignment in the form of Part 1 of
Schedule 3 and                will use all reasonable endeavours to ensure that that
Agency executes an                acknowledgement of receipt of that notice in the form
set out in Part 2 of                Schedule 3. 






	(e)  	For
avoidance of any doubt, the Assignee or the Receiver shall not be entitled
               to exercise any rights under this Assignment, unless and until an Event of
               Default under the Venture Loan Agreement and/or the Debentures has
occurred. 






	4  	Representations
and warranties  






	 	
TheAssignor
makes the representations and warranties set out in clause 6 of the Venture Loan
Agreement and in section 5 of the Debentures on the date of this Assignment as if they
were set out in full in this Assignment.  






	5  	Covenants  






	(a)  	The
Assignor will not: 






	 	(i) 	permit
any Security to exist over the Assigned Property which is not expressly
          contemplated by the Venture Loan Agreement and/or the Debentures; or 






	 	(ii) 	dispose
of the Assigned Property (whether by way of sale, lease, assignment,           the grant
of any Security or otherwise) unless it is expressly permitted to do           so by the
Venture Loan Agreement and the Debentures; or 






	 	(iii) 	attempt
to, hold itself out as having any power to, or permit any person to, do           any of
the above. 






	(b)  	The
Assignor will not amend any provision of, or waive any right under, the
               Venture Loan Agreement, the Debentures or the Insurances in any manner
which                could adversely affect the rights or interests of the Assignee under
this                Assignment without the prior written consent of the Assignee unless
it is                expressly permitted to do so by the Venture Loan Agreement or the
Debentures, as                applicable. 






	(c)  	The
Assignor will perform its obligations under the Venture Loan Agreement and
               the Debentures in accordance with their respective terms. 






	6  	Enforcement
of security  






	6.1  	When
security becomes enforceable  






	(a)  	The
security constituted by this Assignment will be immediately enforceable, and
               the powers conferred by applicable law, as varied and extended by this
Deed                shall be exercisable at any time after any occurrence which
constitutes an Event                of Default under the Venture Loan Agreement and/or
the Debentures. 






	(b)  	After
the security constituted by this Assignment has become enforceable, the
               Assignee may enforce all or any part of the security constituted by this
               Assignment in any manner that it sees fit. 






93







	6.2  	Powers
Conferred on Creditors  






	 	
All
powers conferred by applicable law on creditors and/or holders of liens and/or charges,
as varied and extended by this Assignment, will arise on the date of this Assignment,
provided that Assignee will not be entitled to exercise any such right unless and until
an Event of Default under the Venture Loan Agreement and/or the Debentures has occurred. 






	6.3  	Enforcement  






	 	
When,
and at any time after, the security constituted by this Assignment becomes enforceable,
the Assignee may immediately and without notice exercise all the powers and remedies that
it possesses according to applicable law as assignee of the Assigned Property or as it
sees fit in its sole and absolute discretion. The Assignee shall provide written notice
to the Assignor promptly upon taking such action. 






	6.4  	No
liability upon possession  






	 	
Neither
the Assignee nor any Receiver will be liable for any loss or realisation or for any
default or omission, as a consequence of its entering into possession of the Assigned
Property, except of event of fraud, or intentional act of omission of the Assignee or any
Receiver. 






	6.5  	Rights
and immunities  






	 	
Each
Receiver and the Assignee are entitled to all the rights, powers, privileges and
immunities conferred by applicable law on creditors, lien and/or charge holders and
receivers when such receivers have been duly appointed under this Assignment and/or
applicable law. 






	6.6  	Protection
of third parties  






	 	
No
person (including a purchaser) who deals with the Assignee or a Receiver or its or his
agents will be concerned to enquire: 






	 	(i) 	whether
the Secured Obligations have become payable; or 






	 	(ii) 	whether
any power which the Assignee or the Receiver is purporting to exercise                has
in fact become exercisable; or 






	 	(iii) 	whether
any money remains due under the Venture Loan Agreement; or 






	 	(iv) 	how
any money paid to the Assignee or to the Receiver is to be applied. 






	6.7  	Redemption
of prior security interests  






	(a)  	At
          any time after the security constituted by this Assignment has become
          enforceable, the Assignee may: 






	 	(i) 	redeem
any prior Security against any Assigned Property; and/or 






	 	(ii) 	procure
the transfer of that Security to itself; and/or 






	 	(iii) 	settle
and pass the accounts of the prior mortgagee, assignee or chargee (and           any
accounts so settled and passed will be conclusive and binding on the           Assignor). 






	(b)  	The
Assignor will pay all principal, interest, costs, charges and expenses of
               and incidental to any such redemption and/or transfer to the Assignee
promptly                on demand. 






	7  	Receiver  






	(a)  	The
Assignee may, without further notice, appoint any one or more qualified           persons
to be a Receiver of the Assigned Property, and fix such Receiver’s
          remuneration, at any time after the Security constituted by this Assignment has
          become enforceable and may remove any Receiver appointed by it whenever it
          considers it expedient, and appoint a new Receiver in the place thereof. Any
          right, power or discretion conferred by this Assignment (either expressly or
          impliedly) may be exercised by the Assignee in relation to any of the Assigned
          Property without first appointing a Receiver or notwithstanding the appointment
          of a Receiver. 






	(b)  	Each
Receiver has and is entitled to exercise all of the rights, powers and
          discretions given to the Assignee under this Assignment in respect of the
          Assigned Property and may immediately and without notice upon its appointment
          exercise all such powers and remedies that it possesses according to law or
          pursuant to this Assignment. 






94







	8  	Delegation  






	 	
The
Assignee may delegate to any person by power of attorney or in any other manner any
right, power or discretion exercisable by the Assignee under this Assignment. Any such
delegation may be made upon the terms (including power to sub-delegate) and subject to
any regulations that the Assignee may consider fit. 






	9  	Further
assurance  






	 	
The
Assignor will take whatever action the Assignee or a Receiver may reasonably require to:  






	 	(i) 	perfect
or protect the security intended to be created by this Assignment over                the
Assigned Property including registration of this Assignment at any
               appropriate registry in Israel and payment of any stamp duty that may be
               required in order to effect the registration; 






	 	(ii) 	facilitate
the realisation (in accordance with the provisions of this                Assignment) of
the Assigned Property; and 






	 	(iii) 	facilitate
the exercise (in accordance with the provisions of this Assignment)                of any
right, power or discretion exercisable by the Assignee or any Receiver or
               by any of its or their delegates or sub-delegates in respect of the
Assigned                Property which in any such case, the Assignee or a Receiver may
think necessary. 






	10  	Order
of distributions  






	 	
All
amounts received or recovered by the Assignee or any Receiver in exercising its rights
under this Assignment will, subject to the rights of any creditors having priority, be
applied: 






	 	(i) 	first,
in or towards the payment of all Losses (including the Receiver’s
               remuneration and outgoings) relating to the appointment of any Receiver or
the                exercise by the Assignee or any Receiver of any of his rights; 






	 	(ii) 	second,
in or towards the payment of the Secured Obligations; and 






	 	(iii) 	third,
in payment of any surplus to the Assignor or other person entitled to it. 






	11  	Power
of attorney  






	 	
The
Assignor, by way of security, irrevocably appoints the Assignee and each Receiver
severally to be its attorney (with full power of substitution), on its behalf and in its
name or otherwise, at such time and in such manner as the attorney thinks fit: 






	 	(i) 	to
do anything which the Assignor is obliged to do (but has not done) under the
               Venture Loan Agreement or the Debentures or which the attorney may
consider                necessary or desirable, in each case, to enable the Assignee or
Receiver to                exercise its rights or powers under this Assignment; and 






	 	(ii) 	to
exercise any of the rights conferred on the Assignee or any Receiver in
               relation to the Assigned Property under the Venture Loan Agreement or the
               Insolvency Act 1986, and ratifies and confirms and agrees to ratify and
confirm                any lawful act that any such attorney may do in exercising or
purporting to                exercise the power of attorney granted hereunder. 






	12  	Saving
provisions  






	12.1  	Continuing
security  






	 	
Subject
to Clause 3(b), the security constituted by this Assignment will:  






	 	(i) 	remain
in full force and effect as continuing security; 






	 	(ii) 	not
be affected in any way by any settlement of account (whether or not any
               Secured Obligations remain outstanding) or other matter or thing
whatsoever                apart of full satisfaction of the Secured Obligations; and 






	 	(iii) 	be
in addition to any other Security, guarantee or indemnity now or in the
               future held by the Assignee or any other person in respect of any of the
Secured                Obligations. 






95







	12.2  	Security
unaffected  






	 	
Without
prejudice to the generality of Clause 12.1 (Continuing security), neither the security
constituted by this Assignment nor the Secured Obligations will be affected in any way by
any time, indulgence, concession, waiver or consent given to the Assignor, any amendment
to or change in any Security, guarantee or indemnity (including the Venture Loan
Agreement and/or the Debentures), or any action, or the absence of any action, taken by
the Assignee in connection with any of the rights or obligations of any of the parties
hereunder or in connection with any document or any Security, guarantee or indemnity
(including the Venture Loan Agreement and/or the Debentures). 






	12.3  	Avoidance
of payments  






	 	
The
Assignor will on demand: 






	 	(i) 	indemnify
the Assignee against any Losses incurred by the Assignee as a result                of
the Assignee being required for any reason to refund all or part of any
               amount received or recovered by the Assignee in respect of any of the
Secured                Obligations, and 






	 	(ii) 	pay
to the Assignee, for the account of the Assignee, an amount equal to the
               amount so refunded by the Assignee under subsection (i) above (no double
payment                under (i) and (ii)). 






	 	
The above
indemnification shall be subject to Assignee providing the Assignor prior written notice
of such claim, allowing the Assignor to take control and defend any such claim, and
assisting the Assignor, at Assignor’s expense, in connection therewith (unless such
failure to provide notice did not disadvantage Assignor). In no event shall the Assignor
be obligated to indemnify Assignee for any settlement reached without Assignor’s
prior written consent.  






	12.4  	Suspense
accounts  






	 	
Any
amount received or recovered by the Assignee or any Receiver in exercising its rights
under this Assignment may be credited to an interest bearing suspense account and may be
kept there (with any interest earned being credited to that account) until the Assignee
is satisfied that all the Secured Obligations have been discharged in full. 






	12.5  	Continuation
of accounts  






	(a)  	At
any time after: 






	 	(i) 	the
Assignee has received notice (either actual or otherwise) of any subsequent
          Security affecting the Assigned Property, or 






	 	(ii) 	the
presentation of a petition or the passing of a resolution for the Winding-up
               of the Assignor, the Assignee may open a new account in the name of the
               Assignor. 






	(b)  	If
the Assignee does not open a new account in the circumstances contemplated by
               Clause 12.5(a), it will nevertheless be treated as if it had done so when
the                relevant event occurred and no moneys paid into any account, whether
new or                continuing, after that event shall discharge or reduce the amount
recoverable                under the Venture Loan Agreement and/or the Debentures. 






	13  	Enforcement
expenses  






	 	
For
the avoidance of doubt, the Assignor will pay to the Assignee on demand all reasonable
costs, charges, losses, liabilities and expenses of the Assignee in connection with the
enforcement of this Assignment and all reasonable costs, charges, losses, liabilities and
expenses of and incidental to the appointment of any Receiver and the exercise of any of
his rights under this Assignment, including his remuneration and all outgoings paid by
him. 






96







	14  	Payments  






	(a)  	Any
demand for payment made by the Assignee pursuant to this Assignment will be
          valid and effective as a demand in respect of the relevant Secured Obligations. 






	(b)  	All
amounts payable by the Assignor under this Assignment must be paid for value           on
the due date by banker’s telegraphic transfer to the account with           account
number [•] with [•] at [•], SWIFT code [•]           designated “[•]",
or any other account that the Assignee may from           time to time designate as such
by not less than ten (10) Business Days’ (as           defined in the Venture Loan
Agreement) prior notice to the Assignor. 






	15  	Waivers
and determinations  






	(a)  	






	 	(i) 	If
the Assignee or any Receiver fails to exercise or delays in exercising any
               right under the Venture Loan Agreement and/or the Debentures, that failure
or                delay will not operate as a waiver of that right. 






	 	(ii) 	Any
single or partial exercise of any right will not preclude any other or
               further exercise of that right or the exercise of any other right. 






	(b)  	Any
determination by or certificate of the Assignee or any Receiver under this
          Assignment, the Venture Loan Agreement and/or the Debentures will be conclusive
          unless it is manifestly incorrect. 






	(c)  	The
rights under this Clause 15 are additional to, and may be exercised
          alternatively to, rights and security elsewhere in this Assignment or the
          Venture Loan Agreement and/or the Debentures. 






	(d)  	Nothing
contained in this Assignment shall derogate in any manner from any           security
interest granted by the Assignor to the Assignee under the Debentures           and/or
from any other undertaking, obligation or covenant of the Assignor under           the
provisions of the Venture Loan Agreement and/or the Debentures. For the
          avoidance of doubt and notwithstanding anything to the contrary herein, there
          shall be no double payment or liability due from the Assignor to the Assignee
or           to the Receiver as a result of any provision or obligation which may appear
in           this Assignment, the Debentures and the Venture Loan Agreement. 






	16  	Further
provisions  






	(a)  	All
obligations of the Assignor under this Assignment constitute conditions, the
          time for performance of which will be of the essence (without prejudice to the
          grace periods specified in the Venture Loan Agreement and/or the Debentures). 






	(b)  	This
Assignment may only be varied by an instrument in writing executed by or on
          behalf of the Assignor and the Assignee. 






	(c)  	If
any provision of this Assignment is illegal, invalid or unenforceable under           the
law of any jurisdiction, this will not affect: 






	 	(i) 	the
legality, validity or enforceability of that provision under the law of any
          other jurisdiction; nor 






	 	(ii) 	the
legality, validity or enforceability of any other provision of this
               Assignment or of the Venture Loan Agreement and/or the Debentures. 






	(d)  	This
Assignment may be executed in any number of counterparts and this will have           the
same effect as if the signatures on the counterparts were on a single copy           of
this Assignment. 






	(e)  	The
Assignor may not assign or transfer all or any part of its rights and/or
          obligations under this Assignment. The Assignee and all those claiming under it
          shall be entitled, at all times, to assign to others their rights under this
          Assignment, without the necessity of obtaining the Assignor’s consent
          thereto but after providing written notice to the Assignor provided that such
          assignment is made together with the assignment of their rights under the
          Venture Loan Agreement and pursuant to the provisions of section 13.5 thereto. 






	17  	Notices  






	 	
Any
communication to be made under or in connection with this Assignment will be made in
writing and, unless otherwise stated, may be made by fax or letter in accordance with
clause 13.7 of the Venture Loan Agreement. 






97







	18  	Governing
law and enforcement  






	(a)  	This
Assignment is governed by Israeli law, without giving effect to the           principles
thereof relating to conflict of laws. 






	(b)  	Each
party irrevocably agrees that the courts of the city of Tel Aviv-Jaffa           shall
have jurisdiction to hear and determine any suit, action or proceedings,           and to
settle any disputes, which may arise out of or in connection with this
          Agreement (respectively “Proceedings” and           “Disputes”)
and, for such purposes, irrevocably submits to the           jurisdiction of such courts.
Each party irrevocably waives any objection which           it might now or hereafter
have to the courts of the city of Tel Aviv-Jaffa being           nominated as the forum
to hear and determine any Proceedings and to settle any           Disputes and agrees not
to claim that any such court is not a convenient or           appropriate forum. 






This Assignment has been duly
executed as a deed on the date stated at the beginning. 



98







SCHEDULE 1 



Description of
Equipment 














[***] 



	*** 	Text
omitted and filed separately with the Securities and Exchange Commission pursuant to
17 CFR § 230.406 and § 200.80(b)(4). 











99










SCHEDULE 2 



Part 1 



Notice of assignment
of Insurances 



To: INSURANCE COMPANY

[Date]





Re: The equipment set
out in the table below (the “Equipment”) 



We refer to the Venture Loan
Agreement between European Venture Partners II Leveraged Venture Leasing Company Limited
as lender (the “Assignee”) Siano Mobile Silicon Ltd. and its parent
company, Siano Mobile Silicon Inc. as borrower (the “Assignor”) dated
[—]. 





We hereby give you notice that by an
Israeli Borrower Deed of Assignment dated [—] (the “Deed”) between the
Assignor and the Assignee, the Assignor assigned to the Assignee by way of security all
its right, title and interest, present and future, in and to: 



	 	(h) 	all
contracts and policies of insurance taken out from time to time in relation
               to the Equipment (together, the “Insurances”); 






	 	(i) 	all
payments to the Assignor in relation to the Insurances; and 






	 	(j) 	all
claims, rights and remedies of the Assignor arising from the Insurances. 






We attach a copy of the Deed. 



Capitalised terms and expressions
that are not defined in this Notice have the meanings given to them in the Deed. 



Please acknowledge that you have
received this Notice by signing and returning to each of the Assignee and the Assignor a
copy of the attached Acknowledgement. 



This Notice will be governed by and
construed in accordance with Israeli law. 



_____________________

For and on behalf of

[ASSIGNOR]





                                               Description of Equipment







100










Part 2 



Acknowledgement of
assignment of Insurances 



To:       (1) [ASSIGNEE]

                (2) [ASSIGNOR]

[Date]




Re: The equipment set
out in the table below (the “Equipment”) 



We acknowledge receipt of the
attached notice of assignment (the “Notice”) and we irrevocably and
unconditionally consent to the assignment set out in it and we undertake to be bound by
its terms. 



We confirm that we have not received
notice of any other assignment of the Insurances. 



In this Acknowledgement, capitalised terms
and expressions that are not defined in the Notice have the meanings given to them in the
Deed. 



This Acknowledgement will be governed
by and construed in accordance with Israeli law. 



______________________

For and on behalf of

INSURANCE COMPANY





Description of
Equipment3 









	3 	 This
list should set out Equipment which is listed in the schedule to the Notice           to
which it relates. 







101









SCHEDULE 3 



Part 1 



Notice of assignment
of Requisition Proceeds 



To: [                       ]

[Date]





Re: The equipment set
out in the table below (the “Equipment”) 



We refer to the Venture Loan
Agreement between European Venture Partners II Leveraged Venture Leasing Company Limited
as lender (the “Assignee”)Siano Mobile Silicon Ltd and its parent
company, Siano Mobile Silicon Inc. as borrower (the “Assignor”), dated
[—]. 






We hereby give you notice that by an
Israeli Borrower Deed of Assignment dated [—] (the “Deed”) between the
Assignor and the Assignee, the Assignor assigned to the Assignee by way of security all
its right, title and interest, present and future, in and to all amounts that are payable
by any government as a consequence of the requisition for hire, requisition for title,
detention, forfeiture or other compulsory acquisition of the Equipment
(“Requisition Proceeds”). 



We attach a copy of the Deed. 



Capitalised terms and expressions
that are not defined in this Notice have the meanings given to them in the Deed. 



Please acknowledge that you have
received this Notice by signing and returning to each of the Assignee and the Assignor a
copy of the attached Acknowledgement. 



This Notice will be governed by and
construed in accordance with Israeli law. 



_____________________

For and on behalf of

[ASSIGNOR]




Description of Equipment4 











	4 	 This
list should set out any Equipment which has been requisitioned. 







102








Part 2 



Acknowledgement of
assignment of Requisition Proceeds 



To:       (1) [ASSIGNEE]

                (2) [ASSIGNOR]

[Date]




Re: The equipment set
out in the table below (the “Equipment”) 



We acknowledge receipt of the
attached notice of assignment (the “Notice”) and we irrevocably and
unconditionally consent to the assignment set out in it and we undertake to be bound by
its terms. 



We confirm that we have not received
notice of any other assignment of the Requisition Proceeds. 



In this Acknowledgement, capitalised terms
and expressions that are not defined in the Notice have the meanings given to them in the
Deed. 



This Acknowledgement will be governed
by and construed in accordance with Israeli law. 



______________________

For and on behalf of

[                      ]






Description of
Equipment5 











	5 	        This
list should set out Equipment which is listed in the schedule to the Notice           to
which it relates 






103








                                              BORROWER DEED OF ASSIGNMENT

                                                    EXECUTION PAGE





ASSIGNOR 




SIGNED as a deed by

NEGEVTECH LTD.



acting by [ —] and [—]

acting under authority of that Company

in the presence of:



signature of witness: ...................................



name of witness: .....................................



address: ..............................................



occupation: ...............................................



ASSIGNEE 





			
			
			
			
			
	SIGNED as a Deed by RAOUL STEIN  	)	as attorney for and on behalf of
	KREOS CAPITAL II LIMITED 
	 
	under a power of attorney dated	)
	_______________ in the	)
	presence of	)





signature of witness: ...................................



name of witness: .....................................



address: ..............................................



occupation: ...............................................




104







SCHEDULE B 



THE EQUIPMENT 



		
		
		
		
		
	Delivery Address/	 
	Location of the Equipment	__________________________
	 
	 	__________________________
	 
	 	__________________________
	 
	 	__________________________
	 
	Contact name at Borrower	___________________________






Description





[***] 



	*** 	Text
omitted and filed separately with the Securities and Exchange Commission pursuant to
17 CFR § 230.406 and § 200.80(b)(4). 








105








SCHEDULE C 



THE REGISTERED
INTELLECTUAL PROPERTY 






	NT file name	Family	Country	#	Official
No.	Title	Prior date	Filing date	Issue date	Status	Attorney	Attorney
file name	Inventors
	0001-US-01	1	.US	1	6,693,664	Method and system for fast on-line electro-optical detection of wafer defects	30/06/1999	18/06/2002	17/02/2004	Issued	STC	44623	Gad Neumann
	0002-US-07	2	.US	7	7,180,586	System for detection of wafer defects	15/01/2003	23/12/2004	20/02/2007	Issued	STC	53751	Gad Neumann & Noam Dotan
	0003-US-01	3	.US	1	6,892,013	Fiber optical illumination system	15/01/2003	15/01/2003	10/05/2005	Issued	STC	47667	Dov Furman, Gad Neumann, Noam Dotan
	0003-US-02	3	.US	2	7,260,298	Fiber optical illumination system	15/01/2003	01/04/2005	21/08/2007	Issued	STC	54590	Dov Furman
	0004-US-02	4	.US	2	7274444	Multimode inspection method and apparatus	12/07/2004	06/07/2005	-	Issued	STC	53885	Dov Furman, Noam Dotan, Efraim Miklatzky
	0002-US-04	2	.US	4	11/476,358	System for detection of wafer defects	15/01/2003	28/06/2006	-	Pending	STC	55147	Dov Furman, Gad Neumann, Noam Dotan, Ram Segal, Shai Silberstein
	0002-US-05	2	.US	5	11/476,322	System for detection of wafer defects	15/01/2003	28/06/2006	-	Pending	STC	55070	Dov Furman, Gad Neumann, Noam Dotan, Ram Segal, Shai Silberstein
	0002-US-06	2	.US	6	11/524,684	System for detection of wafer defects	15/01/2003	21/09/2006	-	Pending	STC	55247	Dov Furman, Gad Neumann, Noam Dotan, Ram Segal, Shai Silberstein
	0003-US-03	3	.US	3	11/709,019	Fiber optical illumination system	15/01/2003	21/02/2007	 	Pending	STC	60473	Dov Furman
	0002-US-01	2	.US	1	10/345,097	System for detection of wafer defects	15/01/2003	15/01/2003	-	Pending	STC	44420	Dov Furman, Gad Neumann, Noam Dotan, Ram Segal, Shai Silberstein
	0002-US-02	2	.US	2	11/476,342	System for detection of wafer defects	15/01/2003	28/06/2006	-	Pending	STC	55071	Dov Furman, Gad Neumann, Noam Dotan, Ram Segal, Shai Silberstein
	0006-US-01	6	.US	1	11/069,712	Method and apparatus for detecting defects in wafer	28/02/2005	28/02/2005	-	Pending	STC	53603	Erez Sali, Tomer Yanir, Mark Wagner, Noam Dotan, Yuval Dorfan, Ran Zaslavsky
	0007-US-01	7	.US	1	11/068,711	Method and apparatus for detecting defects in wafers including alignment of the wafer images so as to induce the same smear in all images	28/02/2005	28/02/2005	-	Pending	STC	53604	Yuval Dorfan, Ran Zaslavsky, Mark Wagner, Dov Furman, Shai Silberstein
	0008-US-01	8	.US	1	11/410,276	Printed Fourier Filtering In Optical Inspection	24/04/2006	24/04/2006	-	Pending	D&M	NRI-1	Dan Fuchs, Shai Silberstein
	0009-US-02	9	.US	2	11/684,191	Wafer Inspection Using Short-Pulsed Continuous Broadband Illumination	26/05/2006	09/03/2007	-	Pending	D&M	NRI-2	Dov Furman, Shai Silbertein
	0010-US-01	10	.US	1	11/503,859	Speckle Reduction Using a Fiber Bundle and Light Guide	14/08/2006	14/08/2006	-	Pending	D&M	NRI-3	Dov Furman, Daniel Mandelik
	 0012-US-02 	 12 	 .US 	 2 	 11/944,677 	 Image splitting in Optical Inspection Systems 	 11/06;11/07 	 26/11/2007 	 - 	 Pending 	 D&M 	 NRI-7 	 Dov Furman, Shai Silberstein, Effy Miklatzky, Daniel Mandelik, Martyn Avraham 
	[***]
	[***]
	[***]
	 0016-US-01 	 16 	 .US 	 1 	 11/944,684 	 Image splitting in Optical Inspection Systems 	 11/06;11/07 	 26/11/2007 	 - 	 Pending 	 D&M 	 NRI-13 	 Dov Furman, Roi Kaner, Ori Gonen, Daniel Mandelik, Eran Tal, Shai Silberstein 
	0004-US-01	4	US-Prov	1	60/587,675	Multimode inspection method and apparatus	12/07/2004	12/07/2004	-	Filed	STC	?	Dov Furman, Noam Dotan, Efraim Miklatzky
	0004-US-03	4	.US	3	11/895,204	Multimode inspection method and apparatus	12/07/2004	22/08/2007	-	Filed	STC	62742	Dov Furman, Noam Dotan, Efraim Miklatzky
	0009-US-01	9	US-Prov	1	60/808,816	Wafer Inspection Using Short-Pulsed Continuous Broadband Illumination	26/05/2006	26/05/2006	-	Provisional	D&M	NRI-2	Dov Furman, Shai Silbertein
	 0012-US-01 	 12 	 US-Prov 	 1 	 60/861,303 	 Image splitting in Optical Inspection Systems 	 28/11/2006 	 28/11/2006 	 - 	 Provisional 	 D&M 	 NRI-7-P 	 Dov Furman, Shai Silbertein 
	0011-US-01	11	.US	1	11/590,650	Defect Detection through Image Comparison Using Relative Measures	31/10/2006	31/10/2006	-	Allowed	D&M	NRI-4	Erez Sali, Oren Cohen
	0002-US-03	2	.US	3	11/476,356	System for detection of wafer defects	15/01/2003	28/06/2006	-	Closed	STC	55072	Dov Furman, Gad Neumann, Noam Dotan, Ram Segal, Shai Silberstein







	*** 	Text
omitted and filed separately with the Securities and Exchange Commission pursuant to
17 CFR § 230.406 and § 200.80(b)(4). 








106







SCHEDULE D 



FORM OF APPROVAL FROM
BORROWER EXISTING CREDITORS 



In Addition to the attached List of
Creditors, the Borrower’s Existing Creditors includes also any other creditors of
Negevtech Inc., as long as such creditors exists, and any approval required from the
Borrower’s Existing Creditors, shall be required from Negevtech Inc.‘s creditors
as well. 






Negevtech Ltd. - Table of Charges 










	Charge No	In favor of	 Created On	Type
	 	 	 	 
	1	RELEASED
	2	Bank Leumi	22.12.2004	Floating
	3	RELEASED
	4	RELEASED
	5	Bank Leumi	2.3.2005	Fixed (IP)
	6	Plenus Group*	6.11.2005	Floating
	7	Plenus Group*	6.11.2005	Fixed (IP)
	8	Bank Leumi	20.2.2007	Fixed (Deposits)





	Pre Closing Order of Seniority**
	Fixed Charge No. 7 is pari passu with Fixed Charge no. 5 (both with respect to IP)
	Fixed Charge No. 8 (with respect to bank accounts)
	Floating Charge No. 6 is pari passu with Floating Charge no. 2 (both with respect to all the Company's assets)








	Post Closing Order of Seniority with Respect to Negevtech Ltd.'s Assets
	Kreos Fixed Charge (Over Negevtech Ltd's Equipment)	Fixed Charge No. 8 (with respect to bank accounts)	Fixed Charge No. 7 is pari passu with Fixed Charge no. 5 (both with respect to IP)
	 	 	Kreos Fixed Charge (IP)
	Floating Charge No. 6 is pari passu with Floating Charge no. 2
 (both with respect to all the Ltd's assets)	 	 
	Kreos Floating Charge	 	 







* Plenus Group includes: Plenus
Technologies Ltd., Bank Leumi, Golden Gate Bridge Fund LP., Plenus II LP and Plenus
(D.C.M.) LP 





** pursuant to Sec. 1.4 of the
Plenus Loan Agmt 




107







                                                      SCHEDULE E





                                                FORM OF DRAWDOWN NOTICE




                                                    DRAWDOWN NOTICE




    
                                                   Drawdown

                                                        No. [ ]




	dated 	200[ ] 









                                                        between




		
		
		
		
		
	KREOS CAPITAL II LIMITED 	[Borrower] 
		[ 
	 
		] 
	 
	                   the ("Lender") 	the ("Borrower") 





This Drawdown Notice forms a
Schedule to the Loan Agreement between the parties dated [                                         ] 



The Lender has granted the Borrower a
loan facility pursuant to the terms and conditions set out in the Loan Agreement and
attached Appendices. 



Words and expressions in this
Drawdown Notice shall have the same meanings as in the Loan Agreement. 



108







PART 1 



Loan Terms and
Conditions 



			
			
			
			
			
	Total Loan Facility 	US$ [ 	] 
	  
	Amount of Loan Facility utilised under previous Drawdown Notice(s) 	US$ [ 	] 
	  
	Amount of Loan Facility utilised under this Drawdown Notice 	US$ [ 	] 
	  
	Balance Loan Facility available for drawdown under future Drawdown Notices 	US$ [ 	] 
	  
	Loan Term 	[ 	Years] 
	  
	Bank Account Details for remittance of funds 	[ 	] 







The Equipment and location of the Equipment
the subject of this Drawdown Notice is referred to in Appendix A to this Drawdown
Notice. The principal will be repaid and interest shall be paid monthly in accordance with
Appendix B to this Drawdown Notice. 



We confirm that: 



	(a)  	the
representations and warranties made by us in the Loan Agreement are true and
               accurate on the date of this Drawdown Notice as if made on such date; and 






	(b)  	no
Event of Default has occurred and is continuing or would result from the
               delivery of this Drawdown Notice. 






for and on behalf of

[BORROWER] 





Authorised
Signatory.................. 



Name........................................ 



109








APPENDIX A  



Equipment 



In this Appendix
“Equipment” means the equipment plant and machinery listed below together with
all spare parts, replacements, repairs, modifications, improvements and additions thereto
from time to time. 



NEGEVTECH LTD.‘s
LIST OF EQUIPMENT 





[***] 



	*** 	Text
omitted and filed separately with the Securities and Exchange Commission pursuant to
17 CFR § 230.406 and § 200.80(b)(4). 






110









NEGEVTECH INC’s LIST
OF EQUIPMENT 





Negevtech, Inc.

Fixed Assets Subledger

LHIs



[***] 



	*** 	Text
omitted and filed separately with the Securities and Exchange Commission pursuant to
17 CFR § 230.406 and § 200.80(b)(4). 







111








APPENDIX B  



Interest and Principal
Payment Due Dates 



[                                                                                ]




112







 SCHEDULE F 



 ACTIONS, PROCEEDING OR CLAIMS 





	1.  	KLA-Tencor
claims – In July and August 2004 and in March 2005, the Company
               received letters from KLA–Tencor (“KLA”) asserting
that                the Company’s 302 inspection system makes use of five KLA
patents and                requesting technical information regarding the 302 system. In
response to these                letters, the Company has identified certain limitations
of the KLA patents that                are absent from the 302 system. The Company also
requested further clarification                of KLA’s claims. The Company disputes
KLA’s claims and is attempting                to resolve these issues without
resorting to litigation, although these                assertions by KLA could lead to
patent litigation. On January 30, 2006 the                Company provided KLA with Mr.
Gadi Nuemann’s (one of the founders of the                Company) declaration that
the Company’s tools do not include particular                claim limitations from
KLA’s patents (the content of such declaration was                agreed between KLA
and the Company). There have been no further communications                from KLA since
February 2006. 






	2.  	Applied
Materials claims – On August 27, 2004, Applied Materials, Inc.                filed
suit in the U.S. District Court of the Northern District of California
               alleging that the Company’s 302 inspection system infringes an
Applied                Materials’ patent (U.S. Patent No. 5,982,921) and seeking an
injunction and                unspecified damages. On October 12, 2004, the Company filed
an amended answer to                Applied Materials’ complaint and also filed
counterclaims for declaratory                judgment of non-infringement and invalidity.
The Company disputes Applied                Materials’ claims and further believes
that some or all of the claims of                the ‘921 patent are invalid. On
June 3, 2005, Applied Materials, Inc. and                Applied Materials Israel
(collectively, “Applied Materials”)                filed an amended
complaint against the Company. On June 23, 2005, the Company                filed an
answer to the amended complaint and again filed counterclaims for
               declaratory judgment of non-infringement and invalidity. On July 14, 2005,
the                Court issued an order under the legal doctrine of assignor estoppel
that                prevents the Company from challenging the validity of the ‘921
patent in                this lawsuit. On June 3, 2005, the Company filed with the United
States Patent                and Trademark Office (“PTO”) a request for
reexamination of the                ‘921 patent seeking reexamination of certain
claims of the ‘921                patent. On June 10, 2005, Applied Materials
asserted against the Company                additional claims of the ‘921 patent
that were not specifically addressed                in the Company’s request for
reexamination. On August 22, 2005, the Company                filed with the PTO a second
request for reexamination addressing the additional                asserted claims. In
September 2005, the PTO granted the Company’s first and                second
request for reexamination, finding a “substantial new question of
               patentability” regarding seven of the asserted claims in the ‘921
               patent. In October 2005, the Court stayed the California litigation on the
               ‘921 patent pending the PTO’s decision on the Company’s
second                request for reexamination, which addresses the four asserted claims
that were                not specifically addressed by the Company’s first request.
In January 2007,                the PTO agreed with the Company’s arguments in its
first request and                rejected each of the claims at issue in that
request (6, 9, 10, 12, 16, 24,                25 and 26) as invalid over the prior art.  Applied
Materials responded to                those rejections in March 2007.  The Company
is awaiting the PTO’s                follow-up action. The PTO has not yet
submitted an initial office action on                the Company’s second request.
The process of the reexaminations on the                ‘921 patent is open to the
public and can be monitored online at                www.uspto.gov. 






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	3.  	On
July 2006 Roee Raz, a former employee of the Company complained that his eyes
               were injured during his work in the Company’s clean room. The
employee went                through medical examinations, which identified that he
suffers from sore eyes,                but did not reveal any major damage. Since then,
Mr. Raz did not initiate any                legal process against the Company in
connection to the aforementioned case. 






	4.  	6
employees of the Company, who terminated their employment with Applied
               Materials and began working for the Company, informed the Company that
Applied                Materials refused to pay them severance pay and other amounts
accumulated during                their employment with Applied Materials in pension
funds, due to their move to                the Company. Neither the Company nor, to the
Company’s knowledge, any of                such employees have received any written
claim or demand from Applied Materials. 






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                                                      SCHEDULE G




                                                      SIDE LETTER




115







Duly executed by the parties on
the date first set out on the first page of this Loan Agreement. 



BORROWER



Signed



For and on behalf of

NEGEVTECH LTD.



Authorised signatory



Name: ......................

Title: .......................



NEGEVTECH INC.



Authorised signatory



Name: ......................

Title: .......................



LENDER



Signed



For and on behalf of

KREOS CAPITAL II LIMITED



Authorised signatory



Name: .......................

Title: ......................... 




116